INFORMATION MEMORANDUM

Dated: October 04, 2018

K.P. ENERGY LIMITED

Our Company was incorporated as K.P. Energy Pvt. Ltd. on January 08, 2010 under the Companies Act, 1956, with the Registrar of Companies, , Dadra and Nagar Havelli, bearing Registration Number - 059169. The status of our Company was changed to public limited company and the name of our Company was changed to K.P. Energy Limited by a special resolution passed on April 10, 2015. A fresh Certificate of Incorporation consequent upon conversion to public limited company was granted to our Company on May 11, 2015, by the Registrar of Companies, Ahmedabad. The CIN of the Company is L40100GJ2010PLC059169. For further details, please see the chapter titled “History and Certain Corporate Matters” beginning on page no. 84 of this Information Memorandum.

Registered Office: A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat - 395009, Gujarat. Tel.: +91-261-2764757; Tele-Fax: +91-261-2764757; Website: www.kpenergy.in Company Secretary and Compliance Officer: Mr. Karmit Sheth; Email: [email protected];

INFORMATION MEMORANDUM FOR MIGRATION OF 1,11,15,000 EQUITY SHARES OF M 10/- EACH FULLY PAID UP FROM SME PLATFORM OF BSE LIMITED TO MAIN BOARD OF BSE LIMITED

NO EQUITY SHARES ARE PROPOSED TO BE SOLD / OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest in the equity shares of K.P. Energy Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the shares of K.P. Energy Limited. For taking an investment decision investors must rely on their own examination of the Company including the risk involved. ABSOLUTE RESPONSIBILITY OF K.P. ENERGY LIMITED K.P. Energy Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to K.P. Energy Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinion or intentions misleading in any material respect. LISTING ON MAIN BOARD OF BSE The Equity Shares of K.P. Energy Limited which are listed on the SME BSE are proposed to be listed and traded on Main Board of BSE Limited. REGISTRAR TO THE ISSUE

Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai – 400 059; Tel: +91 – 22 – 62638200; Fax: +91 – 22 – 62638299; Email: [email protected]; Website: www.bigshareonline.com; SEBI Registration No.: MB / INR000001385; Contact Person: Mr. Ashok Shetty.

Table of Contents SECTION I – GENERAL ...... 1 DEFINITIONS AND ABBREVIATIONS ...... 1 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 5 FORWARD-LOOKING STATEMENTS ...... 6 SECTION II - RISK FACTORS ...... 7 SECTION III – INTRODUCTION ...... 21 SUMMERY OF INDUSTRY OVERVIEW ...... 21 SUMMERY OF OUR BUSINESS ...... 23 SUMMARY OF FINANCIAL INFORMATION ...... 31 GENERAL INFORMATION ...... 41 CAPITAL STRUCTURE ...... 44 SECTION IV – ABOUT THE COMPANY ...... 48 INDUSTRY OVERVIEW ...... 48 OUR BUSINESS ...... 55 KEY INDUSTRY REGULATIONS AND POLICIES ...... 72 HISTORY AND CERTAIN CORPORATE MATTERS ...... 84 OUR MANAGEMENT ...... 94 OUR PROMOTER, PROMOTER GROUP AND GROUP COMPANIES ...... 106 OUR GROUP COMPANIES ...... 110 DIVIDEND POLICY...... 121 CORPORATE GOVERANANCE REPORT ...... 122 SECTION V – FINANCIAL INFORMATION ...... 129 SECTION VI - LEGAL AND OTHER INFORMATION ...... 211 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ...... 211 GOVERNMENT AND OTHER KEY APPROVALS ...... 220 OTHER REGULATORY AND STATUTORY DISCLOSURES ...... 228 SECTION VII – MAIN PROVISIONS OF ARTICLE OF ASSOCIATION ...... 230 SECTION VIII – OTHER INFORMATION ...... 243 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...... 243 DECLARATION ...... 244

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

General Terms

Term Description K.P. Energy Limited / Unless the context otherwise indicates or implies refers to K.P. Energy Limited a public KPEL / The Company / limited company incorporated under the provisions of the Companies Act, 1956 with its Company / We / Us / Our / registered office in the state of Gujarat. Our Company / The Issuer

Company related Terms

Term Description Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of K.P. Association Energy Limited Auditor of the Company M/s. K A Sanghavi & Co LLP, Chartered Accountants, having their office at 1001-1002- (Statutory Auditor) 1003, Rajhans Bonista, Ram Chowk, Ghod-Dod Road, Surat-395007. The Board of Directors of K.P. Energy Limited, including all duly constituted Board of Directors / Board Committees thereof. Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 (to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the Companies Act sections which have not yet been replaced by the Companies Act, 2013 through any official notification. Companies Act, 1956 The Companies Act, 1956, as amended from time to time The Companies Act, 2013 notified in the official gazette on August 30, 2013 and Companies Act, 2013 applicable to the extent notified by MCA till date. Depositories Act The Depositories Act, 1996, as amended from time to time Director(s) Director(s) of K.P. Energy Limited, unless otherwise specified Equity Shares of our Company of Face Value of K 10 each unless otherwise specified Equity Shares in the context thereof All companies or ventures which would be termed as Group Companies as per the definition given in Schedule VIII of SEBI ICDR Regulations, 2009. For details of Group Group Companies Companies of the Company, please see the chapter titled “Our Promoter, Promoter Group and Group Companies” beginning on page no. 106 of this Information Memorandum HUF Hindu Undivided Family IFRS International Financial Reporting Standards Indian GAAP Generally Accepted Accounting Principles in MOA / Memorandum / Memorandum of Memorandum of Association of K.P. Energy Limited Association Non Residents A person resident outside India, as defined under FEMA. A person resident outside India, as defined under FEMA and who is a citizen of NRIs / Non Resident India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Indians Issue of Security by a Person Resident Outside India) Regulations, 2000. Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company, partnership, limited liability Person or Persons Company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. Promoter / Core Promoter Mr. Farukbhai Patel and Mr. Ashish A Mithani Promoter Group consist of Individuals, HUFs, Companies, Firms, etc. as mentioned in Promoter Group the chapter titled “Our Promoter, Promoter Group and Group Companies” beginning on page no. 106 of this Information Memorandum. Registered and Corporate The Registered and Corporate Office of our company which is located at: A-1/2, Firdos Office Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat, Gujarat – 395009. RoC ROC Bhavan, Opposite Rupal Park Society, Behind Ankur Bus Stop, Naranpura,

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Term Description Ahmedabad-380013 SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India (Substantial Acquisition of Shares and SEBI Takeover Takeover) Regulations, 1997 and 2011, as amended from time to time depending on the Regulations context of the matter being referred to. SICA Sick Industrial Companies (Special Provisions) Act, 1985 Stock Exchange Unless the context requires otherwise, refers to, the BSE Limited. The SME Platform of BSE for listing of equity shares offered under Chapter XB of the SME Platform of BSE SEBI (ICDR) Regulations which was approved by SEBI as an SME Exchange on September 27, 2011.

Technical / Industry related Terms

Term Description AT&C Aggregate Technical and Commercial ADB Asian Development Bank ASSOCHAM Associated Chambers of Commerce of India BoP Balance of Plant BOT Build-Operate-Transfer B2B Business to Business CO2 Carbon Dioxide CEA Central Electricity Authority CERC Central Electricity Regulatory Commission CSO Central Statistics Organisation CEO Chief Executive Officer CIL Coal India Limited CAGR Compound Annual Growth Rate CSP Concentrated Solar Power CPI Consumer Price Index C-WET Centre for Wind Energy Technology CY Current Year DIPP Department of Industrial Policy and Promotion DG Diesel Generator EBIDTA Earnings before interest, taxes, depreciation and amortization EMDEs Emerging Market and Developing Economies EME’s Emerging Market Economies EPCC Engineering, Procurement, Construction & Commissioning EU European Union EHV Extra-high-voltage FOWIND Facilitating Offshore Wind in India FY Financial Year FOWPI First Offshore Windfarm Project in India FDI Foreign Direct Investment GW Giga Watt GPS Global Positioning System GWEC Global Wind Energy Council GST Goods and Services Tax GDP Gross Domestic Product GUVNL Gujarat Urja Vikas Nigam Limited HV high-voltage HRA House Rent Allowance IPPs Independent Power Producers IREDA Indian Renewable Agency Limited IBC Insolvency and Bankruptcy Code IMF International Monetary Fund J&K Jammu and Kashmir

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Term Description KMP Key Managerial Person KV Kilovolt LIDAR Light Detection And Ranging MW Mega Watt MNRE Ministry of New and Renewable Energy MPR Monetary Policy Report NASSCOM National Association of Software and Services Companies NBMMP National Biogas and Manure Management Programme NIWE National Institute of Wind Energy NOC No Objection Certificate OM Office Master OMS Order Management System OEMs Original Equipment Manufacturers PHWR Pressurized Heavy Water Reactors PE Private Equity PNB Punjab National Bank RBI R&D Research and Developement SERC State Electricity Regulatory Commission TWH Terawatt Hours UK United Kingdom US United States USS United States Ship WRA WTG Generator

Conventional Terms / General Terms / Abbreviations

Term Description A/c Account ACS Associate Company Secretary AEs Advanced Economies AGM Annual General Meeting AS Accounting Standards as issued by the Institute of Chartered Accountants of India AY Assessment Year BSE BSE Limited (formerly known as The Limited) CAD Current Account Deficit CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CFO Chief Financial Officer CIN Company Identification Number CIT Commissioner of Income Tax DIN Director Identification Number DP Depository Participant ECS Electronic Clearing System EGM Extraordinary General Meeting EMDEs Emerging Market and Developing Economies EPS Earnings Per Share FCNR Account Foreign Currency Non Resident Account FDI Foreign Direct Investment Foreign Exchange Management Act, 1999, as amended from time to time, and the FEMA regulations framed there under Foreign Institutional Investors (as defined under Foreign Exchange Management FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India FIPB Foreign Investment Promotion Board FY / Fiscal / Financial Period of twelve months ended on March 31 of that particular year, unless otherwise

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Term Description Year stated GDP Gross Domestic Product GoI/Government HUF Hindu Undivided Family I.T. Act Income Tax Act, 1961, as amended from time to time ICSI Institute of Company Secretaries of India KM / Km / km Kilometer Merchant Banker as defined under the Securities and Exchange Board of India Merchant Banker (Merchant Bankers) Regulations, 1992 MoF Ministry of Finance, Government of India MOU Memorandum of Understanding NA Not Applicable NAV Net Asset Value NRE Account Non Resident External Account NRIs Non Resident Indians NRO Account Non Resident Ordinary Account NSDL National Securities Depository Limited OCB Overseas Corporate Bodies p.a. per annum P/E Ratio Price/Earnings Ratio PAC Persons Acting in Concert PAN Permanent Account Number PAT Profit After Tax PLR Prime Lending Rate PPCB Punjab Pollution Control Board RBI The Reserve Bank of India ROE Return on Equity RONW Return on Net Worth Rs. or N Rupees, the official currency of the Republic of India RTGS Real Time Gross Settlement SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time Sec. Section STT Securities Transaction Tax TIN Taxpayers Identification Number US/United States United States of America USD/ US$/ $ United States Dollar, the official currency of the Unites States of America Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of VCF / Venture Capital India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable Fund laws in India. All days other than a Sunday or a public holiday (except during the Issue Period where a Working Days working day means all days other than a Saturday, Sunday and any public holiday), on which commercial bank are open for business.

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CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Information Memorandum are to the Republic of India. In this Information Memorandum, our Company has presented numerical information in “lacs” units. One lac represents 1,00,000.

Financial Data

Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared and restated in accordance with Indian GAAP, the Companies Act and SEBI (ICDR) Regulations, 2009 included elsewhere in this Information Memorandum.

Accordingly, financial information relating to us is presented on a non consolidated basis. Our fiscal year commences on April 1 of every year and ends on March 31 of every next year. In this Information Memorandum, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding off.

Currency, Units of Presentation and Exchange Rates

All references to “Rupees”, “Rs.” or “K” are to Indian Rupees, the official currency of the Republic of India. All references to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the United States of America.

This Information Memorandum may contain conversions of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These conversions should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.

Definitions

For definitions, please see the Chapter titled “Definitions and Abbreviations” on page no. 1 of this Information Memorandum. In the Section titled “Main Provisions of the Articles of Association of our Company” beginning on page no. 230 of this Information Memorandum, defined terms have the meaning given to such terms in the Articles of Association.

Industry and Market Data

Unless stated otherwise, the industry and market data and forecasts used throughout this Information Memorandum has been obtained from industry sources as well as Government Publications. Industry sources as well as Government Publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Further, the extent to which the industry and market data presented in this Information Memorandum is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources.

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FORWARD-LOOKING STATEMENTS

All statements contained in this Information Memorandum that are not statements of historical fact constitute forward- looking statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements with respect to our business strategy, our revenue and profitability, our projects and other matters discussed in this Information Memorandum regarding matters that are not historical facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases of similar import. All forward looking statements (whether made by us or any third party) are predictions and are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.

Further the actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the Wind Energy Sector in India and overseas in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and overseas which have an impact on our business activities or investments, the monetary and fiscal policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of violence. Other important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following:

 Our ability to successfully implement our strategy, growth and expansion plans  The outcome of legal or regulatory proceedings that our Company is or might become involved in  Geographical changes in the wind directions and wind density  Variation in the electricity demand and supply situations  Regulations in the wind energy industry, including tax laws  the monetary and interest policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices  Developments affecting the Indian economy  General economic and political conditions in India which have an impact on our business activities or investments;  Uncertainty in domestic and global financial markets

For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk Factors” and the chapters titled “Business Overview” beginning on page nos. 7 and 55 of this Information Memorandum, respectively.

By their nature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Forward-looking statements speak only as of this Information Memorandum. Our Company, our Directors, the Lead Manager, and their respective affiliates or associates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI requirements, our Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading approvals by the Stock Exchange.

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SECTION II - RISK FACTORS

An investment in equity involves a high degree of risk. Investors should carefully consider all the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our equity shares. Any of the following risks as well as other risks and uncertainties discussed in this Information Memorandum could have a material adverse effect on our business, financial condition and results of operations and could cause the trading price of our Equity Shares to decline, which could result in the loss of all or part of your investment. In addition, the risks set out in this Information Memorandum may not be exhaustive and additional risks and uncertainties, not presently known to us, or which we currently deem immaterial, may arise or become material in the future. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein.

Materiality

The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality -

 Some events may not be material individually but may be found material collectively;  Some events may have material impact qualitatively instead of quantitatively;  Some events may not be material at present but may be having material impact in future.

Note: The risk factors are disclosed as envisaged by the management along with the proposals to address the risk if any. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks described in this section. In this Information Memorandum, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. Any percentage amounts, as set forth in "Risk Factors" and elsewhere in this Information Memorandum unless otherwise indicated, has been calculated on the basis of the amount disclosed in the Financial Statements prepared in accordance with the Indian Accounting Standards.

INTERNAL RISK FACTOR

1. There are certain legal proceedings and claims involving our Company and Group Companies/Entities and the same are pending at different stages before the Judicial/Statutory authorities. Any rulings by such authorities against our Company and/or Group Companies/Entities may have an adverse material impact on their operations.

Our Company and our Group Companies are involved in certain legal proceedings and claims, which are pending before the Judicial / Statutory authorities. A summary of the pending proceedings is set forth below.

The amounts claimed in these litigations have been disclosed to the extent ascertainable. Any developments in the proceedings or any rulings by such authorities against our Company and/or Group Companies and/or Promoters or Directors may have an adverse material impact on our goodwill, results of operations and financial condition:

a. Litigations / Proceedings filed against our Company

Sr. Nature of Matter No. of Matters Amount (to the extent quantifiable) (N No. in crores) Litigation Involving Civil 1. 2 NIL Laws

b. Litigations / Proceedings filed against our Group Companies

Sr. Name of Group Nature of Matter No. of Amount (to the extent No. Companies/Entities Matters quantifiable) (N in crores) Litigation 0.0879 - for one of the outstanding Involving Civil litigations. The details regarding the 1. K. P. Buildcon Pvt. Ltd. Laws 2 amount claimed in the other outstanding litigation is as mentioned herein below.***

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Application under K.P.I. Global 2. Section 9 of IBC, 2 1.7099## Infrastructure Limited 2016 K.P.I. Global Income Tax 3. 1 0.29808## Infrastructure Limited

***We refer to the details of the outstanding litigations mentioned in item 1 of table b above. The amount claimed in one outstanding litigation is approximately 0.0879 crores, which has been mentioned in the above table. In addition, in the second outstanding litigation, the amount claimed in the suit is approximately 0.0910 crores whereas that in the counter claim is approximately 0.1230 lacs. For further details please refer to section titled “Outstanding Litigations and Material Developments” on page no. 211 of this Information Memorandum.

## We refer to the details of the outstanding litigations mentioned in item 3of table b above. Two separate matters for Rs. 0.6581 crores and Rs. 1.0518 crores filled under section 9 of Insolvancy and Bankruptcy Code, 2016 against M/s. KPI Global Infrastructure Limited. For further details please refer to section titled “Outstanding Litigations and Material Developments” on page no. 211 of this Information Memorandum.

##The amounts mentioned above may be subject to additional interest rates being levied by the concerned authorities for delay in making payment. Amount of interest that may be levied is unascertainable as on the date of this Information Memorandum.

c. Litigations / Proceedings filed by our Group Companies

Amount (to the Sr. Name of Group No. of extent Nature of Matter No. Companies/Entities Matters quantifiable) (N in crores) Solarism - The Power of Nature (A Division of Litigation Involving Criminal 1. 2 0.1573 K.P.I. Global Laws Infrastructure Limited) Litigation involving Indirect 2. K. P. Buildcon Pvt. Ltd. 1 4.3162 # Tax Liabilities

For further details please refer to section titled “Outstanding Litigations and Material Developments” on page no. 211 of this Information Memorandum.

2. We require certain registrations and permits from government and regulatory authorities in the ordinary course of business and the failure to obtain them in a timely manner or at all may adversely affect our operations.

We require certain registrations, permits and approvals for operating our business. Further, there are certain registrations and approvals that we have to obtain for our projects. Such approvals are sought per Wind farm site, based on the stage of development of the Wind farms at that site. Hence, with respect to such project related approvals, we would have to obtain further approvals for subsequent stages of development of such Wind farms. .

Additionally, we have misplaced certain original documents/approvals/permissions and the same cannot be found, neither do we have a copy of the same, including inter-alia our original Certificate of Registration under Gujarat State Tax on Professions, Traders, Callings and Employments Act, 1976.

Further, there may be certain other approvals/licenses which we may need to obtain for our business as per the applicable laws.

If we fail to obtain any registration, permit or approval or duplicate thereof (where the original is misplaced and cannot be found), whether applied for or otherwise, for our business or Wind farm projects, in a timely manner or at all, our overall business, financial condition and/or results of operations may be adversely affected and our Company, directors and/or officers may be subjected to proceedings under the relevant statute. Further, there can be no assurance that such approvals will be granted in timely manner or at all.

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3. Non-compliance of the terms and conditions in the Approvals, Licenses and Registrations may affect our operations.

Certain licenses and registrations obtained by our Company including but not limited to the CRZ Clearance for the Proposed project at Mahuva, Bhavnagar from the Ministry of Environment, Forests & Climate Change contain certain terms and conditions, which are required to be complied with by our Company. Any default by our Company in complying with the same, may result in inter-alia the cancellation of such licenses, consents, authorizations and/or registrations, which may adversely affect our operations and financial strength.

4. Our acquisition of Project Sites and/ or Wind Sites Under Acquisition, as the case may be, and our ability to fulfill our contractual obligations in respect of facilitating the transfer of rights over Project Sites and/ or Wind Sites Under Acquisition, may be subject to legal uncertainties and defects.

As a Wind Farm developer, we provide turnkey services for wind farm projects. As part of our turnkey solutions model for wind farm projects, we acquire and develop Wind Sites and facilitate of the transfer of rights to such Wind Sites in favour of our customers pursuant to project agreements with our customers (either directly or through a joint developer). Our Wind Sites include:

• Project Sites already acquired which have been sub-leased to customers or are in the process of sub-lease • Project Sites which are at the advanced stages of acquisition and; • Wind Sites under Acquisition, which are either at a very preliminary stage of acquisition or have yet to be identified.

Pursuant to our agreements with our customers / joint developers, we are required to facilitate the transfer of our Wind Sites free of encumbrance to the end user / buyer / customer for the development of wind farm projects.

Some or all of the land comprising our Wind Sites may not be acquired by us for a variety of reasons, including that allotments of government land may be cancelled and that private land may not be available at competitive prices or at all. Our inability to acquire such Wind Sites may hinder our ability to successfully execute projects for our customers in time or at all, which may in turn result in a material adverse effect to our business, prospects and results of operations. There are a number of uncertainties relating to rights to immovable property in India, including, among other things, difficulties in obtaining title and fragmented or defective title. Title defects may result in the loss of our ability to fulfil our contractual obligations as a turnkey provider of wind solutions in respect of facilitating the transfer of rights over Wind Sites and could expose us to liability to pay liquidated damages. Wind Sites may also have irregularities of title, such as non-execution or non-registration of conveyance deeds and inadequate stamping, and may be subject to encumbrances of which we may not be aware. Such defects may also give rise to significant legal disputes with respect to title in connection with Project Sites acquired and/ or Wind Sites Under Acquisition to be acquired from private or government parties and there can be no assurance that such disputes will be resolved in our favour and without requiring us to expend significant time, expense and management attention.

While we believe that leasehold rights acquired from regulatory authorities where we have, or expect to have, such leasehold rights are clear of any material encumbrances, we are required to comply with the terms and conditions of such leases. Failure to comply with the terms of any such lease may result in forfeiture of our rights. The uncertainty of title to a Project Site and/ or Wind Site under Acquisition may impede our ability to facilitate transfer of title to the site, expose us to legal disputes, adversely affect the value of the Wind Site or delay commissioning of the applicable project, which may require us to pay liquidated damages. Legal disputes in respect of title to a Wind Site can take several years and considerable expense to resolve if they become the subject of court proceedings and their outcomes can be uncertain. There can be no assurance that such disputes will not arise in the future and over the long term. We may lose our interests in Wind Site if we are, or the lessor is, unable to resolve such disputes. The Wind Site is a critical element of a successful wind farm project. We or a lessor’s failure to obtain good title with respect to a Wind Site may materially prejudice the success of the project and may require us to write-off expenditures in respect of the wind farm.

We may not be able to assess or identify all the risks and liabilities associated with a Wind Site. For example, title defects with respect to a Wind Site, which may include faulty or disputed title, unregistered encumbrances or adverse possession rights, among others, may result in the cancellation of our development plans or delay development or commissioning of the applicable project, which could expose us to claims for liquidated damages. Any of the foregoing could adversely impact our business, results of operations and financial condition.

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5. Changes in capacity utilisation factor of wind sites owned or managed by us would affect the economic value of these assets.

Wind power assets generally do not generate the full MW of energy they are built for based on various factors including but not limited to hub height of the WTG, availability of wind potential density etc. Many of these factors are beyond our control and may change from time to time, which would affect our Capacity Utilisation Factor. There can be no assurance that our wind sites would yield CUF more or less than theestimated CUF. Changes in CUF would mean that we may not be able to generate revenue from these sites as envisaged may vary and hence may reduce the demand of our wind energy projects w.r.t the EPC business and also affect our profitability estimates for the IPP business.

6. We face risks and uncertainties when developing wind energy projects.

The development and construction of wind energy projects involve numerous risks and uncertainties and require extensive research, planning and due diligence. Before we can determine wind energy project is economically, technologically or otherwise feasible, we may be required to incur significant capital expenditure for land and interconnection rights, regulatory approvals, preliminary engineering, equipment procurement, legal and other work.

Success in developing a particular project is contingent upon a number of factors, including but not limited to:

• securing appropriate land, with satisfactory land use permissions, on reasonable terms; • accurately assessing resource availability at levels deemed acceptable for project development and operations; • receiving critical components and equipment (that meet our design specifications) on schedule and on acceptable commercial terms; • securing necessary project approvals, licences and permits in a timely manner; • availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid or to transmit energy; • obtaining financing on competitive terms; • completing construction on schedule; and • entering into PPAs or other off-take arrangements on acceptable terms.

There may be delays or unexpected difficulties in completing our projects as a result of these or other factors. We may also reduce the size of some of our projects due to the occurrence of one or more of these factors. If we experience such problems on a number of our projects, our business, financial condition, results of operations and prospects could be materially and adversely affected.

7. We are dependent on OEM for implementing key aspects pertaining to some of our Wind Farms under development.

Pursuant to such definitive agreements or sub contracting agreements (SCA) we have divided the scope of work between the Developer and the WTG supplier (OEM). We are hence reliant on the following key aspects on our OEM:

• Supply of WTGs and other related equipments and tools including engineering support for commissioning of WTGs • SCADA related implementations • CMS related implementations

Hence, we do not control certain vital elements of our Wind Farm projects and variations in implementation or execution of these key aspects could have a material adverse effect on our results of operations and financial condition.

8. Pure EPC model is at the mercy of larger IPP and sometimes certain large contracts get cancelled leaving the EPC contractors with limited options to sustain the exiting levels of operations and debt.

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Only due to presence the described phenomenon, Our Company have invested on 8.4MW of own wind power generating assets to maintain minimum fixed costs. And we are very keen to create own power generating assets of atleast 25-50MW. And our presentassets too are yielding high returns (not part of aggressive bid tariffs, rather have developed a much more lucrative business of third party sale in highly regulated power market of Gujarat).As regards security of the payments under contracts and sanctity of the contracts, Our Company have preferred to tie- up with OEMs instead of IPPs. Under this arrangement we have following distinct advantages: -

1. The technology is known. 2. Execution specifications are crystal clear. 3. Process & relationship is tried & tested. 4. Product (WTG) to be installed is known and installation methodology fixed.

Therefore, changes, variances and differences are meagre. Similar comfort with IPP is very difficult as technology is never known at the time of tie-up and contracting with IPP can be restricted only to lands. Remaining costs and contracts are derived after technology is finalised and more are the chances of creation of disputes on scope and prices. Hence Our Company has mitigated such risk from tie-up with OEMs instead of IPPs. Further, when entire project is developed under one roof - lands, approvals and liaison with locals and Government, it is very difficult for any OEM to take a chance of abrupt cancellation of contract.

9. Demand for our services depends on the activity and new capital expenditure levels in the wind power sector.

All of our historical income has been, and we expect that our future income will for the foreseeable future be, derived from services sold in connection with wind power projects. Demand for our services is particularly sensitive to the commercial viability of wind power relative to the commercial viability of other sources of power. Capital expenditure in the wind power sector is influenced by, among other factors, demand for energy, prices for, and the pace of development and implementation of, competing energy sources, governmental regulations and policies including with respect to tax incentives, local and international political and economic conditions, cost and availability of capital, local demand and availability of supply of power. With respect to governmental policies, certain fiscal incentives including the ability to use accelerated depreciation for tax purposes, have spurred demand for WTGs by individuals and certain companies. While the stated policy objective of the Government of India, which is reflected in recently announced regulations, is to increase generation of power from renewable sources, a reduction of capital investment in the due to changes to any of the above factors or for any other reason could have a material adverse effect on our results of operations and financial condition.

10. We operate in a very competitive industry.

The wind energy sector is still largely fragmented in India. We face competition from various regional and national domestic wind farm developers as well as from OEMs, IPPs and others developing wind farms for proprietary purposes. Competitors having superior resources (financial, research, execution and marketing) than us pose competition to us. Our key competitors in our space are Veer Energy and Infrastructure, Intech Energy Systems, Weizmann Energy and Maruti Wind Power. We also face competition from various small unorganized operators in the wind farm developer segment.

Our ability to compete depends on various factors including cost-competitiveness, site selection (including wind resource and energy production assessments), quality of services, and ability to tie-up with WTG Manufacturers having reliable product quality, technology and price, including operation and maintenance services, and training offered to customers.

We face competition from companies that may have greater financial resources and more favourable cost structures or strategic goals than we do. Further, some of our competitors may have greater financial, technical and other resources and greater market share and goodwill which may enable them to compete effectively. There can be no assurance that we will be able to compete successfully with such companies or any other entrants to our industry. If we are unable to compete successfully for new customers and projects, our business financial condition and results of operations would be adversely affected.

Further, we also face competition generally from other power companies including but not limited to Solar Energy, Thermal Energy and other energy generating sources. Reduction of power tariff by such competing companies would affect our ability to price our wind energy products as required and hence may also adversely affect our results of operations and financial conditions.

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11. If wind patterns at sites that we have previously identified as suitable for wind farm projects change, our business, financial condition and results of operations could be adversely affected.

The viability of a wind power project is dependent on the availability of wind, which by its very nature is intermittent. The viability of wind farm projects at sites we have identified is primarily dependent on the wind patterns at these sites conforming to the patterns that were used to determine the suitability of these sites for wind farm projects. Furthermore, there can be no assurance that the actual capacity of our Project Sites and Wind Sites under Acquisition will not be less than the capacity that we have estimated with respect to such Project Sites and Wind Sites under Acquisition. Although both the Government of India and we conduct wind resource assessments based on long-term wind patterns at identified Wind Sites, there can be no assurance that wind patterns at a particular site will remain constant. Changes in wind patterns at particular sites that we have previously identified as suitable for wind farm projects, and which we have acquired and developed, could affect our ability to provide turnkey solutions for such sites. Further, any change in wind patterns at sites we have identified as suitable for wind farms could also damage our reputation and the reputation of the wind power industry as a whole. Any of these could have a material adverse effect on our business, financial condition and results of operations.

12. All of our experience implementing projects is derived from projects we have implemented in the state of Gujarat. Hence, we have limited experience implementing projects outside Gujarat.

All of our projects are located in the state of Gujarat. As a result, most of our experience implementing projects is derived from a single state in India. The experience that we have gained from our existing projects may not be fully relevant or applicable to the development of future wind energy projects if any in other states of India and hence we may face limitations to geographical growth of business.

13. We are exposed to significant risks from fixed price contracts that could cause us to incur losses.

We have derived all of our revenue from fixed price contracts. Under the terms and conditions of such fixed-price contracts, we generally agree to a fixed price for providing our services in connection with wind power projects. The actual expense to us for executing such a contract may vary substantially from the assumptions underlying our bid for several reasons, including:

• Unanticipated changes in design of the project; • Unanticipated increases in the cost of equipment, materials or manpower; • Adverse foreign exchange fluctuations; • Technical problems with the equipment; • Delays associated with the delivery of equipment and materials to the project site due to logistical bottlenecks or otherwise; • Inability to obtain requisite environmental and other approvals, resulting in delays and increased costs; • Delays caused by local weather conditions; and • Suppliers’ or subcontractors’ failure to perform.

These variations and the risks generally inherent to our industry may result in our profits being different from those originally estimated and may result in our experiencing reduced profitability or losses on projects. Depending on the size of a project, these variations from estimated contract performance could have a significant effect on our results of operations.

14. Certain data presented in this Information Memorandum is based on management estimates.

Portions of the acreage and power generating capacity data presented in this Information Memorandum are based on management estimates. As a result, the acreage that we actually use in the development of wind farms may differ from the amounts presented herein, based on various factors such as title defects, modifications of engineering or design specifications and any inability to obtain required regulatory approvals. For example, title defects may prevent us from holding development rights that are enforceable against third parties and could render our estimates of the acreage data presented in this Information Memorandum incorrect and subject to uncertainty. There can be no assurance that our managements’ estimates of the power generating capacity of our Project Sites and Wind Sites Under Acquisition is accurate and we may experience reduced revenue, or face liability to our customers, as a result of any inaccuracies. Any of the foregoing could adversely affect our business, financial condition and results of operations.

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15. We may be unable to acquire our targeted Wind Sites or to develop wind farms on the specific Wind Sites that we target.

Our customers typically seek a turnkey solution for wind power, pursuant to which we identify and procure the Wind Site and provide other services. The Wind Site inventory to which we have access comprises Project Sites and Wind Sites under Acquisition in the states of Gujarat, which we believe are suitable for the installation of an aggregate of at least 1231 MW of capacity. For details please refer to the chapter titled “Our Business” beginning on page no. 55 of this Information Memorandum.

There can be no assurance that we will succeed in procuring access to targeted Wind Sites or that any Wind Sites to which we have acquired access, or acquire access in the future, will adequately meet the needs of our customers’ projects. While we have in the past succeeded in obtaining rights to Wind Sites at reasonable prices, there can be no assurance that we will be able to acquire Wind Sites in the future on reasonable terms, if at all, and there can be no assurance that such sites will not be subject to contingencies such as the need to rehabilitate inhabitants of such locations or potential title defects. Any failure to acquire access to Wind Sites at a reasonable cost and without defects, Contingencies and community opposition could impede our ability to offer turnkey solutions to our customers. Any of the foregoing could adversely affect our business, financial condition and results of operations.

16. The construction and operation of wind power projects in a number of countries has faced opposition from local communities and other parties.

The construction and operation of wind power plants in a number of countries has faced opposition from the local communities where these plants are located and from special interest groups. WTGs cause noise and are considered by some to be aesthetically unappealing. Certain environmental organizations have expressed opposition to wind turbines on the allegation that wind farms cause the killing of birds and have other adverse effects on flora and fauna. For instance in India, some communities have claimed that the local climate has been adversely affected by the operation of WTGs. Legislation is in place in many countries, which regulate the accepted distance between wind power plants and urban areas to guard especially against the effects of noise. It is possible that such legislation could be amended to place further restrictions on distance, or to limit the size or height of WTGs in a given area, to prohibit the installation of WTGs at certain sites, or to impose other restrictions, such as noise requirements. A significant increase in the extent of such legislation or other restrictions could cause significant constraints on the growth of the wind power industry as a whole. This would have a material adverse effect on our business, financial condition and results of operations.

17. Our flexibility in managing our operations is limited by the regulatory environment in which we operate. This environment is undergoing reform and we may not be able to respond effectively.

Our business is subject to complex regulations, both local as well as central government, supervised by multiple regulatory authorities and government bodies. For more information, for details please refer to the chapter titled “Key Industry Regulations and Policies” on page no. 72 of this Information Memorandum. To conduct our business, we must obtain licenses, permits and approvals, for which we may have made, or are in the process of making, an initial or renewal application. If we fail to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be adversely affected. Furthermore, our Government approvals and licenses are subject to numerous conditions, some of which are onerous and require expenditure. If we fail to comply or a regulator claims that we have not complied with these conditions, we may be required to incur costs to remedy the lack of compliance and/or the damage caused as a result or pay fines or other penalties for non-compliance, in which case our business, prospects, financial condition and results of operations could be materially adversely affected. We cannot assure you that we would be able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory authorities, and this may lead to cancellation, revocation or suspension of relevant licenses or approvals, which may result in the interruption of our operations and may adversely affect our business, financial condition and results of operations. If we fail to obtain necessary approvals required by us to undertake our business, or if these approvals are cancelled/terminated and/or expired, our business, financial condition and results of operations could be adversely affected. Safety, health and environmental laws and regulations in India have become increasingly stringent, and it is possible that these laws and regulations will become more stringent in the future. The adoption of new safety, health and environmental laws and regulations, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments in the future may require additional capital expenditures or the incurrence of additional operating expenses in order to comply with such laws and to maintain current operations. Furthermore, if the measures implemented by us to comply with these new laws and regulations are deemed insufficient by the government, compliance costs may significantly exceed current estimates. There can be no assurance that we will

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not become involved in future litigation or other proceedings or be held responsible in any such future litigation or proceedings relating to safety, health and environmental matters in the future, the costs of which could materially and adversely affect our cash flow, results of operations and financial condition.

18. The failure to keep our technical knowledge confidential could erode our competitive advantage.

Like many of our competitors, we possess extensive technical knowledge about our services. Our know-how is a significant independent asset, which may not be protected by intellectual property rights such as patents, but is protected only by keeping it secret. As a result, we cannot be certain that our know-how will remain confidential in the long run. We have not entered into any employment contracts with our employees who have special technical knowledge about our service procedures or our business which contain a specific obligation to keep all such knowledge confidential. Even if every possible precaution, whether contractual or otherwise, is taken to protect confidential technical knowledge about our services or our business, there is still a danger that such information may be disclosed to others or become public knowledge in circumstances beyond our control including by other licensees of technical knowledge. In the event that confidential technical information or know-how about our services or our business becomes available to third parties or to the public, our competitive advantage over other companies in the wind energy industry could be harmed, which could have a material adverse effect on our current business, future prospects, financial condition and results of operations.

19. We may not be able to qualify for, compete and win projects, which could adversely affect our business and results of operations.

We obtain a majority of our projects through a competitive bidding process. While selecting for major projects, Government / Clients generally limit the tender to contractors (or sub-contractors) they have pre-qualified based on several criteria including experience, technical and technological capacity, previous performance, reputation for quality, safety record, the financial strength of the bidder as well as its ability to provide performance guarantees. However, price competitiveness of the bid is typically one of the most important selection criteria. Further in some cases we may enter into consortium arrangements with other companies to bid for contracts where we may not qualify on our own. We are currently qualified to bid for projects up to a certain value and size and therefore may not be able to compete for larger projects. If we are unable to pre-qualify for projects that we intend to bid on, or successfully compete for and win such projects for any reasons including pricing criteria, our business, results of operations and financial condition may be adversely affected.

20. We may infringe on the intellectual property rights of others.

While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with certainty whether we are unknowingly infringing upon any existing third-party intellectual property rights which may force us to alter our technologies, obtain licenses or significantly cease some portions of our operations. We may also be susceptible to claims from third parties asserting infringement and other related claims. Regardless of whether such claims that we are infringing patents or other intellectual property rights have any merit, those claims could adversely affect our relationships with current or future customers; result in costly litigation; cause project implementation delays or stoppages; divert management’s attention and resources; subject us to significant liabilities; require us to enter into royalty or licensing agreements; and require us to cease certain activities. An adverse ruling arising out of any intellectual property dispute could subject us to significant liability for damages, prevent us from using technologies or developing products, or require us to negotiate licenses to disputed rights from third parties. Although patent and intellectual property disputes in the technology area are often settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and could include license fees and ongoing royalties, which could be prohibitively expensive. Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

21. We rely on third parties for a substantial portion of our project development activities.

We derive revenue from setting up and transferring Wind Power Projects to our clients on a turnkey basis. A Wind Project is normally broken up into two portions, namely WTG related and BOP (i.e. Balance of Plant). We do not manufacture WTGs and hence are reliant on WTG manufacturers for ensuring timely and cost-effective delivery of this portion of the project. Further, for executing other portions our of the BOP portions such as erection and commissioning of substations, land levelling, internal roads, and other civil and mechanical activities, we sometimes provide works to sub-contractors or third party vendors. We may or may not be able to effectively control these third parties and it is possible that due to faults in execution of our third party vendors and

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contractors, we may not be able to execute our project as per scheduled timelines, which in turn would affect our results of operations and financial conditions.

22. We have in the past acquired land from entities belonging to our Promoter Group.

We have acquired land at Palitana Village – Shevivadar from our Promoter - Mr. Farukbhai Patel. This land is being used for our substations setup for the Matalpar Wind Power Project. For details please refer to the chapter titled “Our Business” on page no. 55 of this Information Memorandum. We believe that this transaction is at arm’s length; however, these cannot be any assurance that whether we would have been able to reduce the cost of land further by acquiring other land suitable parcels.

As part of the nature of our business, we are sometimes required to buy agricultural land, and hence we may continue to initially acquire this land in the name of our promoters / directors or related entities and once the necessary formalities are completed we may transfer the land to the company’s name. There can be no assurance that we would not enter into such related party transactions for land and properties in the future.

23. We do not own some of the key properties from where, we carry out our operations

Following are the key properties, which we utilize for our business operations; however, the same are being occupied on a rental / lease basis and are not owned by us:

Relation of Sr. Property Name of Owner Owner with Period Utilization No. Description company GIDC Plot No. 454 Meramanbhai B/h. GIDC Police Term: From March 01, 1. Lakhmanbhai No Relation Station, Porbandar– 2015 to Jan 31, 2016 Site Office Parmar 360576. Office situated at A- 1/2, Firdous Tower, Promoter Term: N.A.* Registered 2. New Rander Road, Farukbhai Patel Director Office Adajan Patia, Surat – 395 009. Office situated at city survey ward no 5/1 Term from June 01, Bhuj Site 3. Devyani Jadeja No relation block no 2428, Bhuj, 2018 to April 30, 2019 Office Gujarat Store situated at Term from April 01, Siddhrajsinh 4. Village Sathra, Dist. No relation 2018 to February 28, Store Ranubha Vala Bhavnagar 2019 Ghadsisa Office cum Guest Office cum House at Village Jaydevsinh b. Term from June 01, 5. No relation Guest House Ghadsisa, Dist, Jadeja 2018 to April 30, 2019 (2 Kutchh bungalows) Ghadsisa Guest House at Term from June 01, Guest House 6. Village Ghadsisa, Hitesh D. Joshi No relation 2018 to April 30, 2019 (2 Dist, Kutchh bunglows) Office cum Guest Bhaveshbhai Mahuva House at Village Jadavbhai Term from November Office cum 7. Mahuva, Dist Kapadia and No relation 15, 2017 to October 15, Guest House Bhavnagar Lalitbhai 2018 (2 Ranchhodbhai bunglows)

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Relation of Sr. Property Name of Owner Owner with Period Utilization No. Description company Valiya Mahuva Guest House at Ketanbhai Term from November Office cum Village Mahuva, Dist 8. Madhabhai No relation 15, 2017 to October 15, Guest House Bhavnagar Kamaliya 2018 (3

bunglows) Office cum Guest House at Village Dhirubhai Term from January 20, Talaja 9. Borda, Dist Bhanabhai No relation 2018 to December 19, Office cum Bhavnagar Chauhan 2018 Guest house

Surat Guesthouse, 6,Dhramraj Society, Term from April 01, 10. Near Satyam Shivam Ila Dhiren Parikh No relation 2018 to February 28, Guest House Apts, Rander Rd, 2019 Surat Khalil Ahmed AbdulKarim Store situated at Malik and Term from July 15, 2018 11. Village Mahuva, No relation Store Rajeshbhai to September 30, 2018 Dist. Bhavnagar Shashikantbhai Jamod * We do not have any formal understanding with our promoter – Mr. Farukbhai Patel for occupying this office premises.

Further, all of our Wind Project sites are land spots allotted by the Government to us for a fix term on a lease basis.

In case these arrangements are cancelled on an ad-hoc basis, our company may not be able to locate suitable alternatives, if at all, or on an acceptable commercial cost. Our inability to renew these arrangements may affect our operations and goodwill.

24. Conflicts of interest may arise out of common business objects shared by our Company and certain of our Group Entities.

Our Promoters have interests in other companies and entities that may compete with us, including other Group Entities that conduct businesses with operations that are similar to ours. Our Promoters are also Directors on the Board of certain other Group Companies. For details please refer to the Chapter titled “Our Management” on page no. 94 of this Information Memorandum. Even though our company has eneterd into a non-compete agreement with our promoters Farukhbhai Patel and Ashish A Mithani dated January 05, 2016; however there can be no assurance that this agreement would be honoured or would be enforceable in the future and hence as a result, conflict of interests may arise in allocating or addressing business opportunities and strategies amongst our Company and our Group Entities in circumstances where our interests differ from theirs. In cases of conflict, our Promoter may favour other Companies in which our Promoter has an interest. Further, the Memorandum of Association of certain of our Group Companies, namely, K P Buildcon Pvt. Ltd., K.P.I. Global Infrastructure Ltd., and KP Sor-Urja Ltd. entitle such Companies to undertake and carry out businesses that are similar or related to our business.

Hence, conflict of interest may occur between our business and the businesses of our Promoters and Group Companies which could have an adverse effect on our business, financial condition, results of operations and prospects.

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25. Our Company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s financial condition and results of operations.

Our Company has entered into certain related party transactions with its Promoter / Promoter Group / Directors / Subsidiary Companies / Group Companies. While we believe that all such transactions have been conducted on an arms-length basis and contain commercial terms, there can be no assurance that our Company could not have achieved more favourable terms had such transactions not be entered into with related parties. Furthermore, it is likely that our Company will enter into related party transactions in the future. Kindly refer to the Chapter titled “Related Party Transactions” beginning on 161 of this Information Memorandum for further details on the Related Party Transactions of our Company.

26. Our success depends significantly upon our senior management team and key managerial personnel of our Company. Any inability on our part to attract and retain any or all the key members of our management team could have an adverse effect on our business, results of operations and financial condition.

We are highly dependent on our senior management and key managerial personnel for our business. Our business model is reliant on the efforts and initiatives of our key managerial personnel. Our ability to successfully function and meet future business challenges depends on our ability to attract and retain them. Our future performance will depend upon the continued services of these persons. We cannot assure you that we will be able to retain our skilled senior management or managerial personnel or continue to attract new talents in the future. The loss of the services of any key member of our management team could have an adverse effect on our business, results of operations and financial condition. For details please refer to the Chapter titled “Our Management” beginning on page no. 94 of this Information Memorandum.

27. We have experienced negative cash flows in the past.

We have experienced negative cash flows, in the past. Our net cash from / used in operating activities amounted to M 898.40 lacs for the year ended 2018. Our net cash from / used in investing activities amounted to M (2109.33) lacs for the year ended 2018. Our net cash from / used in financing activities amounted to M 1862.72 lacs for the year ended 2018.

Any negative cash flows in the future could adversely affect our financial condition and the trading price of our Equity Shares. During the course of our business, we have entered into various capital commitments. In the event that the proposed Issue is not completed or is delayed and we are unable to make other alternative arrangements to raise funds to meet our cash flows requirements, it could have an adverse effect on our business, financial condition and results of operations.

28. We have not made any provisions for decline in value of our Investments.

We have acquired substantial control of six of our group companies, thereby inducting them as subsidiaries of our company, as on June 2018. The aggregate amount invested in these equity shares is N 118.29 lakhs. Further company invested total 5.94 lakh in six LLP’s which was incorporated as a special purpose vehicle (SPV) for the future project Any reduction in value of these securities could result in write-offs in future years to that extent.

29. Our indebtedness, in terms of various conditions and restrictions imposed on us by our lender, could adversely affect our ability to react to changes in our business. Moreover, if we are unable to comply with the terms of our lenders, our liquidity, business and results of operations could be adversely affected.

Some of our financing agreements contain requirements to maintain specified security margins and financial ratios and also contain restrictive covenants, including but not limited to, requirement of lender consent for, among others things, issuance of new shares, making material changes to constitutional documents, incurring further indebtedness, creating further encumbrances on or disposing of assets, undertaking guarantee obligations, declaring dividends in case of default or incurring capital expenditures beyond certain limits. There can be no assurance that we will be able to comply with these financial or other covenants or that we will be able to obtain the consents necessary to take the actions we believe are necessary to operate and grow our business. Our level of existing debt and any new debt that we may incur in the future has important consequences.

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A default under one such clause may also trigger cross-defaults under other debt terms with other lenders. Any of these developments could adversely affect our business, financial condition and results of operations. For details please refer to the Chapter titled “Financial Information” on page no. 129 of this Information Memorandum. We cannot provide any assurance that our business will generate cash in an amount sufficient to enable us to service our debt or to fund our other liquidity needs as they come due. In addition, under certain circumstances, we may need to refinance all or a portion of our debt on or before maturity. If we are unable to repay or refinance our outstanding indebtedness, or if we are unable to obtain additional financings on terms acceptable to us, our business, financial condition and results of operations may be adversely affected.

30. Our operations may be adversely affected by strikes, work stoppages or increased wage demands by our or our contractors’ workforce or any other industrial unrest or dispute.

While we have not experienced any major industrial unrest or dispute in the past, we cannot be certain that we will not suffer any disruption to our operations due to strikes, work stoppages or increased wage demands in the future. Further, if our or our sub-contractor’s work force unionizes in the future, collective bargaining efforts by labor unions may divert our management’s attention and result in increased costs. We may be unable to negotiate acceptable collective wage settlement agreements with those workers who have chosen to be represented by unions, which may lead to union-initiated strikes or work stoppages. Any shortage of skilled and experienced workers caused by such industrial unrest or disputes may adversely affect our business, results of operations and financial condition. Further, under Indian law, we may be held liable for wage payments or benefits and amenities made available to contract workers engaged by our independent contractors, if any of our contractors default on their obligations to provide such wages, benefits and amenities. Any requirement to discharge such payment obligations, benefits or amenities or to absorb a significant portion of the contract workforce on our own rolls may adversely affect our business, results of operations and financial condition.

31. Our Promoters will continue to exercise significant control over our business.

Our Promoters, Promoter Group and relatives shall hold collectively 69.44% of our equity share capital. As a result, our Promoters will continue to exercise significant control over our business and all matters requiring shareholder approval, including timing and distribution of dividends, election of officers and directors, our business strategy and policies, approval of significant corporate transactions such as mergers and business combinations and sale of assets. This control could impede a merger, consolidation, takeover or other business combination involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control even if such transaction may be beneficial to our other shareholders.

32. Our Promoter and Promoter Group Entities have given personal guarantees in relation to certain debt facilities provided to us, which if revoked may require alternative guarantees, repayment of amounts due or termination of the facilities.

Our Promoter and Promoter Group Entities have given personal guarantees in relation to certain debt facilities provided to us. In the event that any of these guarantees are revoked, the lenders for such facilities may require alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities. We may not be successful in procuring guarantees satisfactory to the lenders, and as a result may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our financial condition and cash flows.

33. Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.

Our ability to pay dividends in future will depend on our earnings, financial condition and capital requirements, and that of our Subsidiary and the dividends they distribute to us. Our business is capital intensive. We further propose to incur capital expenditure in setting up more facilities for forward as well as backward integration. We are required to obtain consents from certain of our lenders prior to the declaration of dividend as per the terms of the agreements executed with them. We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend on our capital requirements and financing arrangements in respect of our operations, financial condition and results of operations.

34. If we are unable to maintain an effective system of internal controls and compliances our business and reputation could be adversely affected.

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While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that we are in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in our internal controls and compliances will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. For example, there have been various instances of condonation of delay in relation to filing of statutory forms and certain compounding including in relation to payment of stamp duty upon issuance of securities by us from time to time. As we continue to grow, there can be no assurance that there will be no other instances of such inadvertent non-compliances with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may adversely affect our business and reputation.

EXTERNAL RISK FACTORS

35. Our Company is subject to risk arising from changes in interest rates and banking policies.

Increased interest rates will have a bearing on profitability and credit controls will have an effect on our liquidity and will have serious effects on adequate working capital requirements. We are dependent on various banks for arranging of our working capital requirement etc. Accordingly, any change in the existing banking policies or increase in interest rates may have an adverse impact on profitability of our company.

36. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and hence could constrain its ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to it without stringent conditions, if at all. Limitations on raising foreign debt may have an adverse effect on our business growth, financial condition and results of operations.

37. Instability in financial markets could materially and adversely affect our results of operations and financial condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions. Any financial turmoil, especially in the United States of America or Europe, may have a negative impact on the Indian economy. Although economic conditions differ in each country, investors’ reactions to any significant developments in one country can have adverse effects on the financial and market conditions in other countries. A loss in investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets.

The global financial turmoil, an outcome of the sub-prime mortgage crisis which originated in the United States of America, led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also experienced the contagion effect of the global financial turmoil, evident from the sharp decline in SENSEX, BSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy and us, thereby resulting in a material and adverse effect on our business, operations, financial condition, profitability and price of our Equity Shares.

38. Political instability or changes in the Government in India or in the Government of the states where we operate could cause us significant adverse effects.

We are incorporated in India and most of our operations, assets and personnel are located in India. Consequently, our performance and the market price and liquidity of the Equity Shares may be affected by changes in exchange rates and controls, interest rates, Government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The Government has traditionally exercised, and continues to exercise, a significant influence over many aspects of the economy. Our business is also impacted by regulation and conditions in the various states in India where we operate. Since 1991, successive Governments have pursued policies of economic liberalisation and financial sector reforms. However, there can be no assurance that such policies will be continued. Any political instability could affect the rate of economic liberalisation, specific laws and policies affecting foreign investment, the Power industry or investment in our Equity Shares. A significant change in the Government’s policies, in particular, those relating to the Power industry in India, could adversely affect our business, results of operations, financial condition and prospects and could cause the price of our Equity Shares to decline.

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39. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares will trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence, impede travel and other services and ultimately adversely affect our business. In addition, any deterioration in relations between India and Pakistan might result in investor concern about stability in the region, which could adversely affect the price of our Equity Shares.

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact on the value of share prices generally as well as the price of our Equity Shares. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the price of our Equity Shares.

40. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business and the trading price of the Equity Shares.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our business and future financial performance and our ability to obtain financing to fund its growth, as well as the trading price of the Equity Shares.

41. Economic developments and volatility in securities markets in other countries may cause the price of the Equity Shares to decline.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located in other countries, including India. For instance, the financial crisis in the United States and European countries, lead to a global financial and economic crisis that adversely affected the market prices in the securities markets around the world, including Indian securities markets. Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general.

42. Conditions in the Indian securities market and stock exchanges may affect the price and liquidity of our Equity Shares.

Indian stock exchanges, which are smaller and more volatile than stock markets in developed economies, have in the past, experienced problems which have affected the prices and liquidity of listed securities of Indian companies. These problems include temporary exchange closures to manage extreme market volatility, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected. Further, a closure of, or trading stoppage on, either of the Stock Exchanges could adversely affect the trading price of our Equity Shares.

43. Significant differences exist between Indian GAAP and other accounting principles, such as U. S. GAAP and IFRS, which may be material to investors’ assessments of our financial condition.

Our financial statements, including the financial statements provided in this Information Memorandum are prepared in accordance with Indian GAAP. We have not attempted to quantify the impact of U.S. GAAP or IFRS on the financial data included in this Information Memorandum, nor do we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS. Each of U.S. GAAP and IFRS differs in significant respects from Indian GAAP. Accordingly, the degree to which the Indian GAAP financial statements included in this Information Memorandum will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Information Memorandum should accordingly be limited.

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SECTION III – INTRODUCTION

SUMMERY OF INDUSTRY OVERVIEW

As of March 2017, India was the fourth largest producer of wind energy after China, USA, Germany with an installed capacity at around 32279.77 MW. Growing environmental consciousness and government incentives to entrepreneurs and investors are making this industry a viable business proposition. New technological developments in wind power generation design have contributed to the significant advances in wind energy penetration across the nation thereby ensuring optimum utilization of wind power potential of the country. The industry is firmly on track to meet the national target of achieving wind powered installed capacity of 60GW by 2022.

MNRE has incorporated Centre for Wind Energy Technology (C-WET) as technical focal point for development of wind . This agency is responsible for wind resource assessment in the country. According to C-WET (Centre for Wind Energy Technology) estimation, Gujarat, , , and are leading states in wind energy potential.

According to government estimates, onshore potential of wind power in around 302GW. Moreover, wind power projects in the country are likely to attract investment worth USD 15 billion during 2015-2020. This offers huge scope for the growth of wind energy projects across the nation.

In the last five years, there has been a tremendous growth in renewable energy in India. This is due to the significant drop in tariffs from wind energy plants. In February 2017, power tariffs from wind power hit a record low and reached INR3.46/kWh owing to ongoing technological improvement in wind energy sector, which has enhanced the overall efficiency.

The Indian government has taken several policy initiatives, such as ‘National Offshore Wind Energy Policy’, which aims to harness offshore wind potential of the country. The policy also focusses on allocation of offshore wind energy blocks, coordination and allied functions with related ministries and agencies. (Source: http://www.windinsider.com/index.php/health/929-emerging-trends-in-the-wind-power-industry-in-india)

Renewal Energy Installed Capacity

(Source: MNRE)

Investments/ Developments

Wind Power has witnessed steady growth in the last few years, with the country boasting of the fourth largest installed capacity globally after China, USA and Germany. As of March 2017, it contributed a staggering 56% to the total renewable energy generated in the country which stood at 32.28. GW

As India plans to reach 175 Gigawatt (GW) of renewable energy by 2022, wind energy will be a major contributor, contributing 60 GW to this expansion plan. Estimates show that India’s wind potential is 302 GW and India Energy Security Scenarios 2047 show a possibility of achieving a high of 410 GW of wind.

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In 2016-17, India added a record 5.4 GW of wind power capacity, surpassing the target of 4 GW. India’s wind power installations accounted for a 6.6% share of the global market in 2016. Wind power capacity accounted for over 9.1% of total domestic installed capacity. India’s well-developed wind power industry has the capability and experience to help meet the country’s climate and energy security goals. (Source : http://www.makeinindia.com/article/-/v/powering-sustainability-wind-energy)

Road Ahead

The Government of India is committed to increased use of clean energy sources and is already undertaking various large-scale sustainable power projects and promoting green energy heavily. In addition, renewable energy has the potential to create many employment opportunities at all levels, especially in rural areas. The Ministry of New and Renewable Energy (MNRE) has set an ambitious target to set up renewable energy capacities to the tune of 175 GW by 2022 of which about 100 GW is planned for solar, 60 for wind and other for hydro, bio among other. India will need investments of around US$ 125 billion to reach this target.

It is expected that by the year 2040, around 49 per cent of the total electricity will be generated by the renewable energy, as more efficient batteries will be used to store electricity which will further cut the solar energy cost by 66 per cent as compared to the current cost.* Use of renewables in place of coal will save India Rs 54,000 crore (US$ 8.43 billion) annually. (Source: https://www.ibef.org/industry/renewable-energy.aspx)

(Source: https://powermin.nic.in/)

Wind Energy has spread across the South, West and North regions of India. The potential of wind energy is concentrated in the states of – Andhra Pradesh, Gujarat, Karnataka, , Maharashtra, , Tamil Nadu and . Tamil Nadu has the highest installed capacity in the country with around 7.5 GW and its state regulations are very much favourable to wind power development. Maharashtra has the 2nd highest installed capacity of about 5 GW followed by Gujarat with 3rd highest installed capacity of around 4 GW in the country.

India already has its National Offshore Wind Energy Policy. Draft guidelines for Offshore Studies and Surveys by Private Sector have been issued by NIWE. The EU Delegation to India, in close cooperation with the MNRE, has given grant to two different consortiums: ‘Facilitating Offshore Wind in India (FOWIND)’, initiated by the Indo-European co-operation on renewable energy, is led by the Global Wind Energy Council (GWEC) and has been working for more than 3 years in offshore wind.

Another consortium led by COWI (Denmark) ‘First Offshore Windfarm Project in India (FOWPI)’. The project is preparing technical tender documents for a 200 MW offshore windfarm in Gujarat. The documentation is expected to be ready by mid-2018 for the NIWE to send a tender call to Indian and European companies to construct the offshore wind farm. (Source : http://indien.um.dk/en/innovation/sector-updates/renewable-energy/wind-energy-in-india/)

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SUMMERY OF OUR BUSINESS

OVERVIEW

About KP Group

KP Group is a business house focused oninfrastructure mainly engaged into developing sustainable green energy projects. It operates in the state of Gujarat, India. The Group was founded and promoted by Mr. Farukbhai Patel in 1994.The Group has completed 25 years in Business.

The KP Group has been selected as India’s Most Promising Brands – 2015 by World Consulting & Research Corporation. It has been awarded corporate membership of ‘Mangrove Society of India’ for its dedicated services towards conservation and creating awareness for Mangrove Ecosystem as part of CSR initiatives of the Group.

KP Group intends to play a significant role in Renewables in India and providing a sustainable power for all initiatives of Government.

About our company

In line with the group’s focus on renewable energy; our company represents the “Wind Energy” business vertical of the group. KP Energy Limited (KPE) is promoted by Mr. Farukbhai Patel and Mr. Ashish A Mithani, both having varied experience of over two decades in construction, fabrication, galvanizing, telecom tower installation and Solar & Wind Energy.

Incorporated on January 08, 2010, KP Energy Limited is a Gujarat-based rapidly growing company providing novel concept of Balance of Plant (BoP) i.e. creating wind farm projects on turnkey basis for WTG manufacturers and Investors or Independent Power Producers (IPPs).

As of date, KPE is engaged in primarily engaged in wind energy business which can be further classified into 3 activities i.e. a) Wind Farm EPCC b) O&M of Wind Farms and c) Energy Generation through its own 8.4 MW wind assets.

KP Energy provides complete solutions from concept till completion of the project life-cycle of a Wind Project. Activities covered are Siting of Wind-farms, Lands & Permits acquisition, EPCC (Engineering, Procurement, Construction & Commissioning) of Wind Project Infrastructure including power transmission and Operations & Maintenance of entire Balance of Plant of a Utility Scale Wind-farm. Business model of company is designed to bring scalability in wind sector by serving OEMs (Original Equipment Manufacturers) of Wind Turbines, IPPs (Independent Power Producers), Captive Users as well as Institutional Investment Programmes.

The Business model of development of Wind Projects by KP Energy Ltd is as best explained as below:

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The goal of the company is to bring together all the key stakeholders of a wind power project and ensure efficiencies of time, cost, quality and resources. The Projects executed/nearing completion by KP Energy so far is as per below table:

No. of Wind Max Hub Site Capacity Year of Completion Total Capacity Turbines Height 2.1MW Ratdi 16 90M 2016 33.60MW 2.1MW Matalpar 16 90M & 120M 2016 33.60MW Suzlon 2.1MW Kuchhdi 33 120M 2017 69.30MW Suzlon 2.1MW Mahuva-1 33 Suzlon, 120M, 130M WiP (by 2018) 70MW (WiP) 2.5MW GE Total 98 206.5 MW All above projects are accomplished under Feed-in Tariff in State of Gujarat.In addition to the Wind Power Project Development business, we are Independent Power Producer of Wind Energy having power generating portfolio of 8.4 MW comprising 4 nos. of 2.1MW wind turbine generators at Matalpar, Kuchhdi and Mahuva Sites in Gujarat.

Further, Wind Projects at various locations (including those being executed through our subsidiaries) having aggregate proposed capacity of approximately 1231 MW for development where Siting, land acquisition, power evacuation &technologytie-up is expected to get completed by 2020.

Our total income has increased at a CAGR of 410.18% from M 326.89 lakhs in FY 2012 to M 11302.52lakhs in FY 2017. Our EBITDA has increased at a CAGR of 128.07% from M 47.52 lakhs in FY 2012 to M 2932.98lakhs in FY 2017 and our Profit after tax has increased at a CAGR of 169.74% from M 11.83 lakhs in FY 2012 to M 1689.44 lakhs in FY 2017. (Our total income, EBIDTA and profit after tax for the period ended March 31, 2018 was M 6023.75 lakhs, M 1008.63 lakhs and M 187.82 lakhs respectively which was drastically down due to complete change in tariffpolicy (Feed in tariff to Auction driven tariff regime for Power purchase) so we exclude it in calculation of CAGR. Sector has now taken a big quantum jump under auctions from State & Centre. We expect to improve on volumes & EBITDA due to phenomenal jump in Orders for Projects under Auction Regime.

Following are the key distinctiveachievementsof KP Energy in the field of wind energy are as below:

• First Mover to develop & successfully implement a unique business model in wind industry in form of an organised development perspective providing solutions to pain points of stake holders.

• First successful initiative of end to end solution provision including technically most innate activity like wind turbine erection & handling crane packages from first WTG installation itself.

• Almost a decade old business relationship with India’s largest OEM – M/s. Suzlon Energy Limited with year over year business upto total potential available with the company.

• Considerably strong & long business pipeline & visibility due to stable & focussed approach.

• Strong execution team groomed & exposed to varied physical & execution challenges with skill sets matching any other reputed OEM development arm.

• Have working relationship or good rapport with all major OEMs & IPPs operating in India.

• Obtained First Coastal Regulation Zone Approval for development of 10.50 MW at Ratdi from Ministry of Environment, Forests & Climate Change,The Government of India in 2015.

• Obtained Coastal Regulation Zone Approval for development of 39.90 MW at Mahuva from Ministry of Environment, Forests & Climate Change, The Government of India in 2017.

• Participated in GUVNL tender and won 30MW Wind Power Project in consortium with Evergreen Power Mauritius Private Limited to be developed in Gujarat.

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• Tied up for 300MW Wind Power Project Development on turnkey basis at Gadhsisa site at Kutch, Gujarat, with GE India Industrial (P) Ltd.

• Tied up for 300MW Wind Power Project Development on turnkey basis at Hajipir site at Kutch, Gujarat with a renowned Global OEM.

As on September 30, 2018, we employ 98 people on our payroll.

Our Strengths

Unique model

Wind Farm project can be broadly divided into two parts – WTG Supplies (OEM) & Development-.BoP (KP Energy)

KP Energy is uniquely positioned in the wind industry because of its business model, providing end-to-end solutions for development of wind farm. Its value proposition to any Investor provides for every activity inawind power project of utility scale, likesiting, land acquisition, permits, power evacuation facilities (sub-stations, transmission lines, feeder bays), foundation works for wind turbines & electrical network as well as erection & installation of wind turbines through special crane & specialised man power. KP Energy’s major revenue comes fromBalance of Plant (BoP) for all of above implementation & services.

The BoP Activities can be broadly explained as under:

STAGE CONTRACT DevelopmentTie-up Land & Various Permits Assessment/Co-ordination/ Acquisition Wind Mast Siting, Installation, Data Management, Resource Assessment Pre-Construction Term sheet Agreement Sales Closure of Project Definitive Agreement/Notice to Proceed Design Engineering & Detailing of Site & Project System Study/Evacuation Capacity Allocation/Connectivity Documentation with Transco Power Evacuation Siting/EPCC of Pooling Substation Survey/Approvals/EPCC of EHV lines Statutory Compliance & Charging Land Documentation & Development Permits & Registration Windfarm construction Right of Way for Project & handling local issues Roads & access Development/Construction

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Area Development Civil foundation for WTG

EPCC of USS

EPCC of 33kv linesbetween WTG & Pooling Substation Stores, Site Office Infra, Insurances WTG & BoP material Unloading & Storage – cranes, services & Upkeep Logistics, Erection &Ready to Commissioning Site Security & Surveillances Inter-carting of WTG/BoP parts to each locations Main Crane Packages, WTG Erection & Services Ready to Energise WTG services post erection Compliance of all documentation & Handover of Project to Hand Over Take Over OMS

In a nutshell, KP Energy absorbs all the pain points of any OEM or IPP throughout the wind project and plays a pivotal role in conversion of an idea to project and a bid attempt to project completion with IPP/OEM.

Value proposition

Providing complete end to endsolutions of Balance of Plant(BoP) for wind energy investors is also a unique value proposition. It provides comfort of economy in overall pricing as compared to similar scope of work offered by a turnkey contracting OEM and provides reliability in timely delivery of the projectaddressing all relevant permits, approvals and managing the Right of Way for Project.. We believe that this model creates a niche for our company.

Project management expertise and established track record of project execution

Wind Energy is a grooming sector and not many organized engineering companies have specialized focus and expertise in this. Since our incorporation in 2010, we have a full throttle focus to set a new trend in the Wind Energy Sector. Wind-farm sites we selected, acquired and offered to market were focused completely on pure power generationperspective. We have successfully developed evacuation facilities for~210 MW of Wind Energy,of which 166 MW has already been energised as on date Balance projects are under implementation.

By now, we as a team are well exposed to different terrains & challenges in executing the wind projects. From Coastal plains to rocky ridges, from low lying water prone flats to inundated mountain tops, from muddy soil to marshy plateau, we have been able to manoeuvre man, machines and cranes with sheer hard as well as smart work. Equally stubborn are the mindsets, muscles & body joints of the engineers to pave a way where there is none! We believe that our established track record has helped us in developing project management skills for executing projects in a time and cost effective manner even in most challenging terrains. Our experience in wind energy sector of bringing together all the key participants has helped develop goodwill amongst the wind sector eco-system. We believe that our project execution capabilities have enabled us to establish long term relationships with our suppliers and buyers.

Experienced Management team

For successful or consistent track record, it may not be sufficient to have exposure to rough and tough terrains. Our management have acquired wisdom, mapped trends and developed willingness to adopt to change, implement hard decisions, withstand to severe local conflicts, stick to principles of organisation and keep patience during thick and thin. This blend is ultimately yielding us way to success called “experience”.

We have an experienced management team led by our Promoters, Mr. Farukbhai Patel and Mr. Ashish A Mithani, each of whom has more than 23 years of work experience in diverse sectors including 8 years in the Wind Energy Space. Our senior management team includes experts from electricity board, state administration and project specific organizations including PSUs with decades of experience and exposure to execution challenges. We believe that our management team is well qualified with significant industry experience and has been responsible for the growth in our operations. For further details regarding the educational qualifications and experience of our promoter directors and key management team please see “Our Management” of this Information Memorandum. We believe that the experience and relationships that our management team has, have extended our operating capabilities and quality of our services. The

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Organisation Structure has been robust to scale up the activities and achieve the desired results in time and cost- effective manner.

Large Number of wind site lands at locations of very high wind velocity and consistency

The core competence of KP Energy Ltd remains site identification and lands acquisition. We believe that we were able to forecast the changing trends towards wind projects as profitable through “power sale model” instead of “simply tax saving propositions”. The only factor ensuring viability of project in all circumstances was wind potential. Our team had strived for years together to set its feet, and searched best of sites, have got it scientifically analyzed with best available and proven technology prevalent in the world and then initiated acquisition. We have installed masts at identified wind potential sites of required numbers and heights (ranging from 80m to 120m) meeting IEC Standards, equipped with proven instrumentation from world class suppliers to measure &analyse all necessary weather parameters for assessing the project viability. This proven land bank, we believe is the most important competitive advantage of our company in this industry.

This edge of KP Energy is displayed by its decision to import and implement LIDAR (Light Detection & Ranging) system to map the wind data more accurately in addition (repeat – in addition) to conventionally used met masts. We have kept on adding the masts in numbers as well as growing heights with increasing hub heights. We believe, technology adoption and embracing keeps our company young and ever-growing, come what may.

Existing Development Tie-up and visible order book

Based on the proven track record of our Site Generation Performance and execution expertise, we have been able to complete development tie-up for 631.5 MW of wind projects proposed to be jointly developed with globally renowned OEMs.

As on March 31, 2018, we have commissioned 159.6 MW for clients / end users and these are now part of our O&M Portfolio. Further our order book (representing of projects where end user / client has been signed up and are being commissioned) aggregates to 631.5 MW, all of which is scheduled for commissioning within 2 years’ time frame. Further below is the visible business pipeline of our company:

Applied & Planned to Wind Site Development Tentative Year Bid Site Accepted Execute Acquisition Commitment of Networks MW MW Status Tie-up Commissioning 50% acquisition Mahuva - 2 30 31.50 Yes State 2018-19 completed Applied & NA (Client’s Gadhsisa 300 nearing Yes ISTS 2018-19 Connectivity) completion Applied & NA(Client’s Hajipir 300 nearing Yes ISTS 2019-20 Connectivity) completion Merged with Muru 400 AA Yes ISTS 2018-19 Hajipir Project Kera Applied & under 400 300 Under Process ISTS 2019-20 (Vanki) process 100% acquisition Dwarka* 400 300 Under Process ISTS 2019-20 completed Total 1230 1231.50

Existing synergies within the KP Group

The rich infrastructure and engineering experience of the group helps our company take advantage of various synergies within the group. For e.g. our group companies involved in engineering and construction are used by us as suppliers / vendors and help us create another competitive edge as compared to stand alone Wind Farm Developing groups. Secondly, we believe that relations developed by the group companies with industry players in various sectors helps us with cross-selling our products & services as well.

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For risks related to our business, our Company and our industry, see “Risk Factors” on page 7 of this Information Memorandum.

Our Business Strategies

Our objective is to become a significant player in Wind Energy sector. We plan to achieve this by implementing the following strategies:

• Focus on the high growth potential in the Wind Energy Sector in India

The Indian renewable energy sector is the second most attractive renewable energy market in the world as per the Renewable Energy Attractiveness Index 2017. India’s installed renewable power generation capacity (including hydropower) increased from 42.4 gigawatts (GW) in FY07 to 114.43 GW in May 2018, which is 33 per cent of the total installed capacity. Power generation from renewable energy sources in India reached 101.84 billion units in FY18.

Installed renewable power generation capacity has increased steadily over the years, posting a CAGR of 9.29 per cent over FY08–18. India added record 11,788 MW of renewable energy capacity in 2017-18. The focus of Government of India has shifted to clean energy after it ratified the Paris Agreement. With the increased support of government and improved economics, the sector has become attractive from investors perspective. As India looks to meet its energy demand on its own, which is expected to reach 15,820 TWh by 2040, renewable energy is set to play an important role.

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India has the fourth largest installed capacity of wind power and the third largest installed capacity of concentrated solar power (CSP). Around 1.8GW of wind power capacity was added in 2017-18.

Installed & Operational wind power capacity comparison till FY 17-18

INDIA - WIND POWER CAPACITY INSTALLATIONS FY 2017-18

Total Total Total Total Total Installe Opera Operation Sr. No. State during Installed d till tional al till FY Oct'17 Jan'18 Dec'17 Feb'18 till FY17- Sep' 17 July'17 Mar'18 May'17 Nov' 17 Nov' Aug' 17 Aug' June'17

April,17 FY17-18 FY16- tillFY 18 17-18 17 16-17 1 Andhra 3619 3619 0 0 102.4 27.3 32 4.2 0 24 26 0 4.6 123.60 344.10 3963.00 3963.00 2 Gujarat 5430 5341 2 32.1 59.65 2 39.5 31.7 8.2 3 18.6 24.2 8.4 43.45 272.80 5702.30 5613.41 3 Karnatka 3751 3751 0 23.3 0 18.4 0 0 0 0 0 0 67.2 649.10 758.00 4509.45 4509.45 4 51.9 51.9 0 0 0 0 0 0 0 0 0 0 0 1.00 1.00 52.90 52.90 5 MP 2498 2498 0 0 0 0 0 0 0 0 0 0 0 22.10 22.10 2519.90 2519.90 6 Maharashtra 4772 4771 0 0 0 0 0 0 6.3 0 0 0 0 6.30 12.60 4784.30 4783.98 7 Rajasthan 4282 4282 0 0 0 0 0 0 0 0 0 0 0 16.00 16.00 4297.65 4297.65 8 Tamilnadu 7861 7861 5.5 0 3.45 6.52 0 30.85 0.23 4.5 57 5 0 222.59 335.64 8197.08 8197.08 9 Telangana 100.8 100.8 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 100.80 100.80 10 Other 4.3 4.3 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 4.30 4.30 Total 32369 32280 7.5 55.4 165.5 54.22 71.5 66.75 14.73 31.5 101.6 29.2 80.2 1084.14 1762.24 34131.68 34042.46

As an end-to-end Wind Farm Development Services provider, we are completely focussed on nitty-gritty of wind sector. We shall continue to focus on the opportunities available in this sector. We seek to develop our capabilities in this segment by successfully executing wind farm projects in consortium with larger IPPs and OEMs and building a track record to bid for larger contracts, as an organised Developer and deploy our resources more efficiently and improve operating margins. Our bagging of recent projects of ~ 300MW at single site is results of efforts & preparedness in this direction.

• Value for Money

As a well-focused and clear road-map organization, we strived to groom expertise and best practices at work place over a period of time to reasonably rationalise the costs of execution as compared to conventional players. Skill sets developed so far helps us in optimizing the costs of the project right from the stage of conceptualization of sites.Managing land acquisition and local risks provides us an edge to offer Value for Money to our clients. This remains key aspect in attracting established industry players to sign-up for entire capacities we propose to develop, as it reduces overall cost of project, better performance of generating assets and lesser risks in operations.

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• Own Generating Assets

Principle source of revenue for our company comes from contracting and development services. We have strategically utilised this opportunity to develop our own assets at our wind sites. This helps us in stability of income and meeting fixed overheads for a long period.We have our own power generating portfolio of 8.4MW comprising of Wind Turbine Generators of 2.1MW each.

• Operation and Maintenance of BOP Assets

Our company provides Operation and maintenance services of Balance of Plant including access roads, electrical switching, Isolation and Control facility situated next to individual WTG, entire internal network of High Voltage lines carrying power from this switch yard to Wind Farm Pooling Substation (which upgrades this power to grid voltage capacity for e.g., 220/66kv, operation & upkeep of this substation and if required, maintenance & supervision of Extra High Voltage Lines carrying power from Windfarm till Grid Substation as well as feeder bays at both ends.Total asset under long term O&M service preview is around 159.6 MW.

• Increase our portfolio of offerings and innovations within the wind sector

We believe that the key to our business is identifying locations / sites where wind energy projects would be highly successful and profitable. We propose to continue to add newer sites and locations in and outside the state of Gujarat. Further, announcements on wind-solar hybrid policy and power purchase initiatives will provide an opportunity to optimally utilise available power evacuation infrastructure by adding technically designed solar projects in vicinity of our wind farms yielding another set of business opportunities. We believe that our focus on innovation within the wind sector would help us stay ahead of the learning curve of the industry.

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SUMMARY OF FINANCIAL INFORMATION

Annexure I Standalone STATEMENT OF ASSETS AND LIABILITIES

Particulars As at March 31, 2018 As at March 31, 2017 EQUITY AND LIABILITIES

Shareholder's fund a) Equity Share Capital 85500000 85500000 b) Reserves and surplus 261935731 243153471 Total 347435731 328653471 Non-current liabilities a) Long Term Borrowings 305227558 151392939 b) Deferred Tax Liabilities 85395908 66362798 c) Other Long term liabilities 104433866 176044610 Total 495057322 393800347 Current liabilities a) Short term borrowing 58797230 24301285 b) Trade payables 339344057 193253426 c) Other current liabilities 71221844 80843788 d) Short term provisions 24401819 19604272 Total 493764950 318002771 TOTAL 1336258003 1040456589 ASSETS

Non - Current Assets a) Fixed Assets i.) Tangible assets 845096655 502846407 ii) Capital work in progress 2414475 178500000 Total 847511130 681346407 b) Non-current Investments 12225170 8430000 c) Long Term Loans and Advances 1880637 1846518 Total 861616937 691622925 Current Assets a) Inventories 97277137 37425820 b) Trade Receivables 234099408 256266503 c) Cash and Cash equivalents 83822235 18641987 d) Short Term Loans & Advances 55564842 30185524 e) Other Current Assets 3877444 6313830 Total 474641066 348833664 TOTAL 1336258003 1040456589

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Annexure II Standalone STATEMENT OF PROFIT AND LOSS ACCOUNT

For the year ended For the year ended Particulars March 31, 2018 March 31, 2017 REVENUE: Revenue from Operations 600944307 1129836365 Other Income 1431139 415977 Total revenue 602375447 1130252343 EXPENSES: Cost of materials consumed 315798496 648770128 Purchase of stock-in-trade - - Changes in inventories of finished goods, work-in-progress and - - Stock-in-Trade Employee benefit expenses 55169642 36542747 Finance costs 34254205 19980388 Depreciation and amortization expense 28794878 12351323 Other Expenses 130520730 152649704 Total expenses 564537951 870294290 Net Profit / ( Loss ) for the period after tax but before extra 37837496 259958053 ordinary items Extraordinary Items - - Prior Period items (22125) 1009858 Net Profit / (Loss) before Tax 37815371 260967911 Less: Provision for Tax Current tax - 47160962 Deferred tax 19033110 44862464 Tax adjustments for earlier years - - Total Tax 19033110 92023426 Profit for the year 18782260 168944485 Earning per equity share: (1) Basic 2.20 19.76 (2) Diluted 2.20 19.76

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Annexure III Standalone CASH FLOW STATEMENT

For the year ended For the year ended Particulars March 31, 2018 March 31, 2017 Cash Flow From Operating Activities Net Profit Before Tax 37815371 260967911 Adjustments for :

Depreciation & Amortization 28794878 12351323 Bad debts written off - 368650 Preliminary and pre operative expense written off 1944920 1944920 Loss on sale of Fixed Assets 276018 355304 Depreciation (Prior Period) - (1445508) Bank FD Interest(accrued) - (491466) Operating Profit Before Working Capital Adjustment 68831187 274051135 Adjustment for Changes in Working Capital

Adjusted for (Increase)/ Decrease in:

Trade Receivables 22167096 (179386260) Inventories (59851317) 9942378 Other Current Assets

Trade payables 146090631 87551354 Other Current Liabilities (9621944) 57287551 Short Term Provisions (Other than Provision for Tax)

(Increase) / Decrease in Other Non Current Assets Increase / (Decrease) in Other long term liabilities (71610743) 151386085 Loans & Advances (Other than Capital advances and Inter corporate 11005179 (198829) deposits) Cash Flow Generated from Operations 107010088 400633413 Less: Income Tax Paid (17169459) (38744970) Net Cash flow from Operating Activities (A) 89840629 361888443 Cash Flow From Investing Activities

Purchase of Fixed Asset including Capital work in progress (198721333) (439678197) Proceeds from sale of fixed assets 194000 1181500 Other Non-current Investment (3795170) (8277000) Loans repaid by/(granted to) subsidiaries (8610564) 5699450 Net Cash Flow from/(used in) Investing Activities (B) (210933067) (441074247) Cash Flow From Financing Activities

Proceeds From Share capital - - Increase / (Decrease) in Long Term Borrowings 153834619 74472318 Increase / (Decrease) in Short Term Borrowings 34495945 12668053 Equity dividend distribution tax (348116) (696250) Dividend paid (1709750) (3420000) Net Cash Flow from Financing Activities (C) 186272698 83024122 Net Increase/ ( Decrease) in Cash and Cash Equivalents ( A + B + 65180260 3838318 C ) Cash & Cash equivalent at the beginning of the year 18641987 14803669 Cash & Cash Equivalent at the end of the year 83822247 18641987

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Annexure I Consolidated STATEMENT OF ASSETS AND LIABILITIES

Particulars As at March 31, 2018 As at March 31, 2017 EQUITY AND LIABILITIES

Shareholder's fund a) Equity Share Capital 85500000 85500000 b) Reserves and surplus 261935731 243153471 Total 347435731 328653471 Minority Interest 202000 150000 Non-current liabilities a) Long Term Borrowings 309412558 151577939 b) Deferred Tax Liabilities 85395908 66362798 c) Other Long term liabilities 143285026 176044610 Total 538093492 393985347 Current liabilities a) Short term borrowing 58797230 24301285 b) Trade payables 339344057 193253426 c) Other current liabilities 72832844 80843788 d) Short term provisions 24401819 19604272 Total 495375950 318002771 TOTAL 1381107173 1040791589 ASSETS

Non - Current Assets a) Fixed Assets i.) Tangible assets 845096655 502846407 ii) Capital work in progress 82964475 178500000 Total 928061130 681346407 b) Non current Investments - - c) Long Term Loans and Advances 1880637 1846518 Total 929941767 683192925 Current Assets a) Inventories 117265648 45490110 b) Trade Receivables 151404525 256266503 c) Cash and Cash equivalents 85322594 19665263 d) Short Term Loans & Advances 92676278 29308524 e) Other Current Assets 4496361 6868264 Total 451165407 357598664 TOTAL 1381107173 1040791589

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Annexure II Consolidated STATEMENT OF PROFIT AND LOSS ACCOUNT

For the year ended For the year ended Particulars March 31, 2018 March 31, 2017 REVENUE: Revenue from Operations 600944307 1129836365 Other Income 1431139 415977 Total revenue 602375447 1130252343 EXPENSES: Cost of materials consumed 303874275 647370828 Purchase of stock-in-trade - - Changes in inventories of finished goods, work-in-progress and - - Stock-in-Trade Employee benefit expenses 55169642 36542747 Finance costs 34258689 19980388 Depreciation and amortization expense 28794878 12351323 Other Expenses 142440468 154049004 Total expenses 564537951 870294290 Net Profit / ( Loss ) for the period after tax but before extra 37837496 259958053 ordinary items Extraordinary Items - - Prior Period items (22125) 1009858 Net Profit / (Loss) before Tax 37815371 260967911 Less: Provision for Tax Current tax - 47160962 Deferred tax 19033110 44862464 Tax adjustments for earlier years - - Total Tax 19033110 92023426 Profit for the year 18782260 168944485 Earning per equity share: (1) Basic 2.20 19.76 (2) Diluted 2.20 19.76

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Annexure III Consolidated CASH FLOW STATEMENT

For the year ended For the year ended Particulars March 31, 2018 March 31, 2017 Cash Flow From Operating Activities Net Profit Before Tax 37815371 260967911 Adjustments for :

Depreciation & Amortization 28794878 12351323 Bad debts written off - 368650 Preliminary and pre operative expense written off 1944920 1944920 Loss on sale of Fixed Assets 276018 355304 Depreciation (Prior Period) - (1445508) Bank FD Interest(accrued) - (491466) Operating Profit Before Working Capital Adjustment 68831187 274051134 Adjustment for Changes in Working Capital

Adjusted for (Increase)/ Decrease in:

Trade Receivables 104861978 (179386260) Inventories (71775538) 8543078 Other Current Assets

Trade payables 146090631 87551354 Other Current Liabilities (8010944) 57279551 Increase / (Decrease) in Other long term liabilities (32759584) 151386085 Loans & Advances (Other than Capital advances and Inter corporate (35658304) (571394) deposits) Cash Flow Generated from Operations 171579424 398853548 Less: Income Tax Paid (17169459) (38744970) Net Cash flow from Operating Activities (A) 154409967 360108578 Cash Flow From Investing Activities

Purchase of Fixed Asset including Capital work in progress (279271333) (439678197) Proceeds from sale of fixed assets 194000 1181500 Other Non-current Investment - - Loans repaid by/(granted to) subsidiaries - - Net Cash Flow from/(used in) Investing Activities (B) (279077333) (438496697) Cash Flow From Financing Activities

Proceeds From Share capital - - Minority Interest 52000 3000 Increase / (Decrease) in Long Term Borrowings 157834619 74472318 Increase / (Decrease) in Short Term Borrowings 34495945 12668053 Equity dividend distribution tax (348116) (696250) Dividend paid (1709750) (3420000) Net Cash Flow from Financing Activities (C) 190324698 83027121 Net Increase/ ( Decrease) in Cash and Cash Equivalents ( A + B + 65657332 4639002 C ) Cash & Cash equivalent at the beginning of the year 19665263 15026260 Cash & Cash Equivalent at the end of the year 85322595 19665262

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Annexure - A FINANCIAL RESULTS FOR THE HALF YEAR ENDED ON 30-09-2018

(Rs. in Lacs) Half Year Ended For the Year 31-03- 30.09.2018 30.09.2017 Ended Particulars 2018 Unaudited Unaudited 31.03.201 Audited (CY H1) (LY H1) 8 Audited (LY H2) FY 17-18 1 2 3 4 5 I Revenue from Operations 5,125.75 2,337.73 3,671.71 6,009.44 (a) Net Sales/income from Operations (Net of excise duty) (i) Revenue from Infrastructure Development 4,528.21 2,099.50 3,533.05 5,632.55 (ii) Revenue from Sale of Power 556.36 204.81 113.46 318.27 (iii) Revenue from Operation & Maintenance Services 41.18 33.43 25.20 58.63 II Other Income 19.64 14.09 0.22 14.31 III Total Revenue (I + II) 5,145.39 2,351.82 3,671.93 6,023.75 IV Expenses: (a) Cost of Materials consumed 2,755.79 577.58 2,580.40 3,157.98 (b) Purchases of Stock-in-Trade - - - - (c) Changes in inventories of finished goods, work-in- - - - - progress and stock-in-trade (d) Employee benefits expense 415.91 373.40 178.30 551.70 (e) Finance Costs 241.42 264.20 78.34 342.54 (f) Depreciation and amortisation expense 178.41 189.97 97.98 287.95 (g) Other expenses 552.04 719.34 585.87 1,305.21 Total Expenses 4,143.57 2,124.48 3,520.89 5,645.37 V Profit before exceptional and extraordinary items and 1,001.82 227.34 151.04 378.38 tax (III - IV) VI Exceptional Items - - - - VII Profit before extraordinary items/Prior Period Items 1,001.82 227.34 151.04 378.38 and tax (V - VI) VIII Extraordinary items/Prior Period Items - 0.22 - 0.22 IX Profit before tax (VII - VIII) 1,001.82 227.12 151.04 378.16 X Tax Expenses (1) Current tax(Net) (278.81) 12.25 (12.25) - (2) Deferred tax (16.18) (152.78) (37.55) (190.33) XI Profit / (Loss) for the period from continuing 706.83 86.59 101.24 187.83 operations (VII - VIII) XII Profit/(Loss) from discontinuing operations - - - - XIII Tax expense of discontinuing operations - - - - XIV Profit / (Loss) from Discontinuing operations (after - - - - tax) (XII-XIII) XV Profit / (Loss) for the period (XI + XIV) 706.83 86.59 101.24 187.83 Paid-up equity share capital (Face Value: Rs. 10/- each 1,111.50 855.00 855.00 855.00 XVI (a) Earnings Per Share (before extraordinary items) (i) Basic 6.36 1.01 1.18 2.19 (ii) Diluted 6.36 1.01 1.18 2.19 (b) Earnings Per Share (after extraordinary items) (i) Basic 6.36 1.01 1.18 2.19 (ii) Diluted 6.36 1.01 1.18 2.19 Investor Complaint Pending Pending at the beginning of the half year NIL Received During The half year NIL Disposed of During the half year NIL Remaining unresolved at the end of the period NIL

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STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Lacs)

Sr. Half Year Ended Previous Year Ended Particulers No. 30.09.2018 31.03.2018

A. EQUITY AND LIABILITIES 1 Shareholder's Funds (a) Share Capital 1,111.50 855.00 (b) Reserves and Surplus 3,069..69 2,619.36 (c)Money Received against share warrants - - Total Shareholder’s Funds 4,181.18 3,474.36 2 Share Application Money Pending Allotment - - 3 Non-Current Liabilities (a) Long-term borrowings 2,770.24 3,052.28 (b) Deferred tax liabilities (Net) 870.13 853.96 (c)Other Long term liabilities 696.18 1,044.34 (d) Long term provisions - - Sub-total Non-Current Liabilities 4,336.55 4,950.58 4 Current Liabilities (a) Short-term borrowings 507.60 587.97 (b) Trade payables- (i) total outstanding dues of micro - - enterprises and small enterprises; and (ii) total outstanding dues of creditors 2,602.79 3,393.44 other than micro enterprises and small enterprises (c)Other current liabilities 852.87 712.22 (d) Short-term provisions 504.68 244.01 Sub-total Current Liabilities 4,467.94 4,937.64 TOTAL EQUITY AND LIABILITIES 12,985.67 13,362.58 B. ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 8,444.84 8,451.01 (ii) Intangible assets - - (iii) Capital work-in-progress 24.14 24.14 (iv) Intangible assets under development - - (b) Non-current investments 124.25 122.25 (c)Deferred tax assets (net) - - (d) Long term loans and advances 15.74 18.80 (e) Other non-current assets - - Sub-total Non-Current Assets 8,608.97 8,616.20 2 Current assets (a) Current investments - - (b) Inventories 659.14 972.77 (c)Trade receivables 2,405.18 2,340.99 (d) Cash and cash equivalents 641.37 838.22 (e) Short-term loans and advances 632.24 555.64 (f) Other current assets 38.77 38.77 Sub-total Current Assets 4,376.70 4,746.38 TOTAL-ASSETS 12,985.67 13,362.58

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Annexure - B CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED ON 30.09.2018 (Rs. in Lacs) Half Year Ended For the Year Ended Particulars 30.09.2018 31.03.2018 30.09.2017 31.03.2018 Audited Unaudited Unaudited Audited (CY H1) (LY H2) (LY H1) FY 17-18 1 2 3 3 5 I Revenue from Operations 5,125.75 2,337.74 3,671.71 6,009.44 (a) Net Sales/income from Operations (Net of excise duty) (i) Revenue from Infrastructure Development 4,528.21 2,099.50 3,533.05 5,632.55 (ii) Revenue from Sale of Power 556.36 204.81 113.46 318.27 (iii) Revenue from Operation & Maintenance 41.18 33.43 25.20 58.63 Services II Other Income 19.64 14.09 0.22 14.31 III Total Revenue (I + II) 5,145.39 2,351.83 3,671.93 6,023.75 IV Expenses: (a) Cost of Materials consumed 2,755.79 461.73 2,577.01 3,038.74 (b) Purchases of Stock-in-Trade - - - - (c) Changes in inventories of finished goods, work- - - - - in-progress and stock-in-trade (d) Employee benefits expense 415.91 373.40 178.30 551.70 (e) Finance Costs 241.42 264.24 78.35 342.59 (f) Depreciation and amortisation expense 178.41 189.98 97.97 287.95 (g) Other expenses 552.04 835.15 589.25 1,424.40 Total Expenses 4,143.57 2,124.50 3,520.88 5,645.38 V Profit before exceptional and extraordinary items 1,001.82 227.33 151.05 378.37 and tax (III - IV) VI Exceptional Items - - - - VII Profit before extraordinary items/Prior Period 1,001.82 227.33 151.05 378.37 Items and tax (V - VI) VIII Extraordinary items/Prior Period Items - 0.22 - 0.22 IX Profit before tax (VII - VIII) 1,001.82 227.11 151.05 378.15 X Tax Expenses (1) Current tax(Net) (278.81) 12.25 (12.25) - (2) Deferred tax (16.18) (152.78) (37.55) (190.33) XI Profit / (Loss) for the period from continuing 706.83 86.58 101.25 187.82 operations (VII - VIII) XII Profit/(Loss) from discontinuing operations - - - - XIII Tax expense of discontinuing operations - - - - XIV Profit / (Loss) from Discontinuing operations - - - - (after tax) (XII-XIII) XV Profit / (Loss) for the period (XI + XIV) 706.83 86.58 101.25 187.82 Paid-up equity share capital (Face Value: Rs. 10/- - 855.00 855.00 855.00 each ) XVI (a) Earnings Per Share (before extraordinary items) (i) Basic 6.36 1.02 1.18 2.19 (ii) Diluted 6.36 1.02 1.18 2.19 (b) Earnings Per Share (after extraordinary items) (i) Basic 6.36 1.02 1.18 2.19 (ii) Diluted 6.36 1.02 1.18 2.19 Investor Complaint Pending Pending at the beginning of the half year NIL Received During The half year NIL Disposed of During the half year NIL Remaining unresolved at the end of the period NIL

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CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Lacs)

Sr. Half Year Ended Previous Year Ended Particulers No. 30.09.2018 31.03.2018

A. EQUITY AND LIABILITIES 1 Shareholder's Funds (a) Share Capital 1,111.50 855.00 (b) Reserves and Surplus 3,069.69 2,619.36 (c)Money Received against share warrants - - Total Shareholder’s Funds 4,181.19 3,474.36 2 Share Application Money Pending Allotment - - 3 Minority Interest 2.02 2.02 3 Non-Current Liabilities (a) Long-term borrowings 3,771.16 3,094.13 (b) Deferred tax liabilities (Net) 870.13 853.96 (c)Other Long term liabilities 696.18 1,432.85 (d) Long term provisions - - Sub-total Non-Current Liabilities 5,337.47 5,380.94 4 Current Liabilities (a) Short-term borrowings 507.60 587.97 (b) Trade payables- (i) total outstanding dues of micro - - enterprises and small enterprises; and (ii) total outstanding dues of creditors 2,602.79 3,393.44 other than micro enterprises and small enterprises (c)Other current liabilities 705.3 728.32 (d) Short-term provisions 504.68 244.01 Sub-total Current Liabilities 4,320.37 4,953.74 TOTAL EQUITY AND LIABILITIES 13,841.05 13,811.06 B. ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 8,444.84 8,450.97 (ii) Intangible assets - - (iii) Capital work-in-progress 845.69 829.64 (iv) Intangible assets under development - - (b) Non-current investments 262.53 - (c)Deferred tax assets (net) - - (d) Long term loans and advances 15.74 18.81 (e) Other non-current assets - - Sub-total Non-Current Assets 9,568.80 9,299.42 2 Current assets (a) Current investments - - (b) Inventories 1,023.3 1,172.65 (c)Trade receivables 1,932.4 1,514.05 (d) Cash and cash equivalents 706.77 853.22 (e) Short-term loans and advances 575.24 926.76 (f) Other current assets 34.54 44.96 Sub-total Current Assets 4,272.25 4,511.64 TOTAL-ASSETS 13,841.05 13,811.06

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GENERAL INFORMATION

Our Company was incorporated as K.P. Energy Pvt. Ltd. on January 08, 2010 under the Companies Act, 1956, with the Registrar of Companies, Gujarat, Dadra and Nagar Havelli, bearing Registration Number 059169. The status of our Company was changed to public limited company and the name of our Company was changed to K.P. Energy Limited by a special resolution passed on April 10, 2015. A fresh Certificate of Incorporation consequent to the change of name was granted to our Company on May 11, 2015, by the Registrar of Companies, Ahmedabad, Gujarat.

Brief Company and Issue Information

A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – 395009, Gujarat. Tel No.: 0261-2764757 Registered Office Tele-Fax No.: 0261-2764757 Email: [email protected] Website: www.kpenergy.in Date of Incorporation January 08, 2010 Company Registration No. 059169 Company Identification No. L40100GJ2010PLC059169 ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Address of Registrar of Ahmedabad – 380013. Companies Tel No.: +91 – 79-27438531 Fax No.: +91 – 79-27438371 Name of the Stock Exchange SME Platform of BSE Limited Name:- Karmit Sheth Address:- A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – Company Secretary & 395009, Gujarat. Compliance Officer Tel No.: 0261-2764757 Tele-Fax No.: 0261-2764757 Email: [email protected]

Board of Directors of our Company

The following table sets forth the Board of Directors of our Company:

Name Designation Director’s Identification No. Mr. Farukbhai Patel Managing Director 00414045 Mr. Ashish A Mithani Whole Time Director 00152771 Mr. Raghavendra Rao Bondada Non-Executive Independent Director 01883766 Mr. Sajesh Kolte Non-Executive Independent Director 07277524 Non-Executive Non Independent Director Mrs. Bhadrabala Joshi 07244587 and Chairman Mr. Bhupendra Shah Non-Executive Non Independent Director 06359909

For further details pertaining to the educational qualification and experience of our Directors, please see the chapter titled “Our Management” beginning on page no. 94 of this Information Memorandum.

Share Transfer Agent

Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai – 400 059 Tel: +91 – 22 – 62638200 Fax: +91 – 22 – 62638299 Email: [email protected]; Website: www.bigshareonline.com

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SEBI Registration No.: MB / INR000001385 Contact Person: Mr. Babu Rapheal CIN: U99999MH1994PTC076534

Statutory Auditors of our Company

M/s. K A Sanghavi & Co LLP, Chartered Accountants 1001-1002-1003, Rajhans Bonista, Near Ram Chowk, Ghod-Dod Road, Surat-395007, Gujarat Tel. No.: +91 – 261 – 2653167 Email: [email protected] Contact Person: CA Amish Sanghavi

Bankers to our Company

State Bank of India Spl. Commercial Branch, 1st Floor, Kiran Chambers, Opp J.K. Towers, Ring Road, Surat - 395002, Gujarat Tel No.: +91 – 261 – 233 - 0108 Fax No.: +91 – 261– 233 - 4979 Website: www.sbi.co.in Email: [email protected] Contact Person: Mr. Vikram Pujalal Shah

Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself, making Disclosures in line with the disclosure requirement for Migration to Main Board, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com.

Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited. Now the Equity Shares of the Company shall be migrated to main Board of BSE subject to fulfillment of listing criteria of BSE and also subject to such other terms and conditions as may be prescribed by SEBI and by BSE at the time of the application by the Company seeking listing.

Demat Credit

The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL for admitting its securities in demat form and have allotted ISIN: INE127T01013.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

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The BSE does not in any manner:

_warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or _ warrant that this Company’s securities will be traded or will continue to be traded on the Main Board of BSE; or _ take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

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CAPITAL STRUCTURE

The share capital of the Company as on the date of this Information Memorandum is set forth below: (N in lacs, except share data) Aggregate Value Sr. Particulars at Nominal No. Value A Authorised Share Capital 1,25,00,000 Equity Shares of face value of M 10 each 1250.00

B Issued, Subscribed and Paid-up Share Capital before the Issue 1,11,15,000 Equity Shares of face value of M 10 each 1111.50

Changes in Authorized Share Capital

(i) The initial authorized share capital of N 1,00,000 divided into 10,000 Equity Shares N 10/- each was increased to N 50,00,000 divided into 5,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated December 15, 2012.

(ii) The authorized share capital of N 50,00,000 divided into 5,00,000 Equity Shares of N 10/- each was increased to N 1,50,00,000 divided into 15,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated September 30, 2014.

(iii) The authorized share capital of N 1,50,00,000 divided into 15,00,000 Equity Shares of N 10/- each was increased to N 5,00,00,000 divided into 50,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated April 10, 2015.

(iv) The authorized share capital of N 5,00,00,000 divided into 50,00,000 Equity Shares of N 10/- each was increased to N 10,50,00,000 divided into 1,05,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated February 25, 2017.

(v) The authorized share capital of N 10,50,00,000 divided into 1,05,00,000 Equity Shares of N 10/- each was increased to N 10,60,00,000 divided into 1,06,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated September 23, 2017.

(vi) The authorized share capital of N 10,60,00,000 divided into 1,06,00,000 Equity Shares of N 10/- each was increased to N 12,50,00,000 divided into 1,25,00,000 Equity Shares of N 10/- each pursuant to a resolution of our shareholders dated April 23, 2018.

Notes to the Capital Structure

1. Share Capital History of our Company: a) Equity Share Capital

Our Company has made allotments of Equity Shares from time to time. The following is the Equity Share Capital Build-up of our Company:

Cumulative Date of No. of Face Issue Nature / Cumulative Cumulative Nature of Paid Up Allotment of Equity Value Price Reason of No. of Equity Share Premium Consideration Share Capital Equity Shares Shares (M) (N) Allotment Shares (N) (N) Upon Subscription 10,000 10 10 Cash 10,000 1,00,000 Nil Incorporation to MoA March 31, Further 4,90,000 10 10 Cash 5,00,000 50,00,000 Nil 2013 Allotment

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Cumulative Date of No. of Face Issue Nature / Cumulative Cumulative Nature of Paid Up Allotment of Equity Value Price Reason of No. of Equity Share Premium Consideration Share Capital Equity Shares Shares (M) (N) Allotment Shares (N) (N) March 20, Further 75,000 10 20 Cash 5,75,000 57,50,000 7,50,000 2015 Allotment March 23, Further 2,00,000 10 20 Cash 7,75,000 77,50,000 27,50,000 2015 Allotment March 31, Further 2,25,000 10 20 Cash 10,00,000 1,00,00,000 50,00,000 2015 Allotment April 10, Bonus Other than 15,00,000 10 Nil 25,00,000 2,50,00,000 NIL 2015 Allotment(1) Cash February 23, 9,20,000 10 70 Public Issue Cash 34,20,000 3,42,00,000 5,52,00,000 2016 March 18, Bonus Other than 51,30,000 10 Nil 85,50,000 8,55,00,000 39,00,000 2017 Allotment(2) Cash Bonus Other than May 02, 2018 25,65,000 10 Nil 1,11,15,000 11,11,50,000 NIL Allotment(3) Cash Notes: (1) Bonus Equity Shares have been issued to the existing shareholders as on April 10, 2015 in the ratio of 3 (Three) Equity Shares for each 2 (Two) Equity Shares held by them, by capitalizing a sum of 1,50,00,000 from the Company’s Share Premium Account & General Reserve. The relevant provisions of the Companies Act have been complied w.r.t the bonus issues. (2) Bonus Equity Shares have been issued to the existing shareholders as on March 18, 2017 in the ratio of 1.5 ( One Decimal Five) Equity Shares for each 1 (One) Equity Shares held by them, by capitalizing a sum of 5,13,00,000 from the Company’s General Reserve. The relevant provisions of the Companies Act have been complied w.r.t the bonus issues (3) Bonus Equity Shares have been issued to the existing shareholders as on May 02, 2018 in the ratio of 3 (Three) Equity Shares for each 10 (Ten) Equity Shares held by them, by capitalizing a sum of 2,56,50,000 from the Company’s free Reserve created out of profit of the Company. The relevant provisions of the Companies Act have been complied w.r.t the bonus issues. b) Shares allotted for consideration other than cash

The following shares were allotted for consideration other than cash:

Date of Number of Face Issue Benefits accrued Allotment of Equity Shares Value Price Reasons to the Company Equity Shares Allotted (N) (N) April 10, 2015 15,00,000 10 Nil Bonus Issue in the ratio 3:2 Expansion of capital March 18, 2017 51,30,000 10 Nil Bonus Issue in the ratio 1.5:1 Expansion of capital May 02, 2018 25,65,000 10 Nil Bonus Issue in the ratio 3:10 Expansion of capital Note: Except for what has been stated above our Company has not issued any Equity Share for consideration other than cash.

Except for what has been stated above, our Company has not issued any Equity Share for consideration other than cash.

2. Shareholding of our Promoters:

Set forth below are the details of the build-up of shareholding of our Promoters:

Date of Allotment of Issue / Nature of No. of Face Value % of Paid Up Equity Shares / Consideration Acquisi-tion Transaction Shares (N) Capital Transfer Price (N) Mr. Faruknhai Patel Upon Incorporation Subscription to Cash 5,000 10 10 0.04%

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Date of Allotment of Issue / Nature of No. of Face Value % of Paid Up Equity Shares / Consideration Acquisi-tion Transaction Shares (N) Capital Transfer Price (N) MoA January 15, 2010 Transferred Cash (4,500) 10 10 (0.04%) March 31, 2013 Allotment Cash 2,50,000 10 10 2.25% October 14, 2014 Transferred Cash 97,750 10 10 0.88% March 20, 2015 Allotment Cash 75,000 10 20 0.67% March 23, 2015 Allotment Cash 2,00,000 10 20 1.80% March 31, 2015 Allotment Cash 80,000 10 20 0.72% March 31, 2015 Transferred Cash (38,250) 10 20 (0.34%) April 10, 2015 Bonus Other than Cash 9,97,500 10 Nil 8.97% March 18, 2017 Bonus Other than Cash 24,93,750 10 Nil 22.44% May 02, 2018 Bonus Other than Cash 12,46,875 10 Nil 11.22% Total 54,03,125 48.61%

Mr. Ashish A Mithani Subscription to Upon Incorporation Cash 5,000 10 10 0.04% MoA March 31, 2013 Allotment Cash 85,000 10 10 0.76% March 31, 2015 Allotment Cash 92,500 10 20 0.83% April 10, 2015 Bonus Other than Cash 2,73,750 10 Nil 2.46% March 18, 2017 Bonus Other than Cash 6,84,396 10 Nil 6.16% May 02, 2018 Bonus Other than Cash 3,42,276 10 Nil 3.08% Total 14,82,922 13.34% Notes:

• None of the shares belonging to our Promoters have been pledged till date.

• None of the members of the Promoter Group, Directors and their immediate relatives have entered into any transactions in the Equity shares of our Company within the last six months from the date of this Information Memorandum, except as disclosed above.

• None of the members of the Promoter Group, Directors and their immediate relatives have financed the purchase by any other person of Equity shares of our Company other than in the normal course of business of the financing entity within the period of six months immediately preceding the date of this Information Memorandum.

3. Employee Share Purchase and Employee Stock Option Scheme

Our Company adopted the Employee Stock Option Scheme to reward its employees for their past association and performance. The scheme named as ‘K.P. Energy Limited Employee Stock Option Plan Tranche - I’ (‘Scheme’) by the Board of Directors vide resolution dated August 28, 2017 which was approved by the Shareholders vide resolution dated September 23, 2017. Pursuant to the same, we intend to grant upto 1,00,000 options to our employees. However, as on date of this Information Memorandum no option is granted to any employee by our Company.

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Shareholding Pattern of the Company

Name of the Company: K.P. Energy Limited Scrip Code, Name of the Scrip, Class of Security: 539686 As on Date: 29/09/2018

The following is the shareholding pattern of the Company:

No. of

shares

Number of Voting Rights Number of Pledged

held in each Locked Or

Class of securities In shares Otherwise

(IX) (XII) encumber

57)(VIII)As a % ed mat form (XIV) form - mat

(XIII) holder (II)

- No of voting As

- holder (III) Right a % up equity shares held (V) held shares equity - up up equity shares held (IV) held shares up equity of - Category (I) Category As a of (A+B+C2) tot %of

As a % (A+B+C2)of No No al Capital)(XI)=(VII)+(X)

Total Nos. Shares held Shares Nos. Total total No. of Share of No. (VII) = (IV) + (V) + (VI) Class- Clas (a) (a) sh Category Share of Category

Total Outstanding Underlying of No shares Equity s are securities (as a% of Diluted Share held (b) of fully paid fully of Share holding as a % of total No. of No. total of a % as holding Share s

Convertible securities (incl. Warrants) (X) hel No. Total As aTotal %of(A+B+C) As No. of Partly paid Partly of No. No. Equity of held shares De in

Share Holding as a % assuming Full convertible convertible Full assuming a % as Holding Share d No. shares of Underlying Depository Receipts (VI)

Shares (calculated As per SCRR, 19 (b) Promoter & (A) Promoter 5 77,18,859 - - 77,18,859 69.44% 77,18,859 - 77,18,859 69.44% - 69.44% 77,18,750 99.99% - - 77,18,859 Group (B) Public 379 33,96,141 - - 33,96,141 30.55% 33,96,141 - 33,96,141 30.55% - 30.55% - - - - 33,89,386 Non (C) Promoter ------Non Public Shares (C1) Underlying ------DRs Shares held by (C2) ------Employee Trusts Total 384 1,11,15,000 - - 1,11,15,000 100% 1,11,15,000 - 1,11,15,000 100% - 100% 77,18,750 69.44% - - 1,11,08,245 47 | Page

SECTION IV – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this chapter has been extracted from the websites of and publicly available documents from various sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person connected with this Issue has independently verified the information provided in this chapter. Industry sources and publications, referred to in this chapter, generally state that the information contained therein has been obtained from sources generally believed to be reliable but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured, and, accordingly, investment decisions should not be based on such information.

Global Scenario

Inflation is expected to firm up during the first quarter of 2018-19 before moderating in the remaining part of 2018-19 as the direct impact of the increase in house rent allowances for central government employees fades away, which has to be looked through. Economic activity is expected to accelerate with the strengthening of investment activity, supported by consumption demand and robust credit growth.

The Monetary Policy Report (MPR) of October 2017 flagged significant shifts underway in the macroeconomic environment. Some of them have gained traction since then while others are incipiently in motion. Global economic activity has continued to strengthen and is becoming increasingly synchronised across regions. Global trade is outpacing demand after lagging behind for two years. Oil prices have firmed up again on the edge of a delicate demand-supply balance. Generally buoyant global financial markets have been interrupted by bouts of volatility triggered by several event-specific announcement effects, and most recently by reassessments of the pace of monetary policy normalisation in the US. Renewed fears of protectionism, retaliatory actions and trade wars pose a major challenge to the global economy, with implications for emerging market economies (EMEs), including India, that are participating in open international trade and relying on foreign capital flows to realise their developmental aspirations.

After languishing for five consecutive quarters, economic activity in India is quickening, as estimates and high frequency as well as survey-based indicators etch out for the second half of 2017-18. Growth is strengthening and several elements are coming together to nurture this nascent acceleration: expectations of a record food grains output; strong sales growth by corporations; depleting finished goods inventories; and, restart of investment in fixed assets by corporations pointing to renewal of the capex cycle. Several services sectors, including the information technology sector in terms of its international competitiveness, have shown resilience. These are some of the developments that support brighter prospects for the Indian economy in 2018-19. A significant development has been that this time around, the step-up in growth is propelled by a revival of investment on the demand side and manufacturing on the supply side. This outlook will be lifted by tailwinds from remonetisation and implementation of Goods and Services Tax (GST).

The path of inflation will likely be influenced by effects of the increase in house rent allowances (HRAs) for central government employees, which are purely statistical and has to be looked through to gauge true inflation developments.

To summarise, aggregate demand is expected to improve in 2018-19, supported, inter alia, by the improving GST implementation, the recapitalisation of public sector banks and the resolution of distressed assets under the IBC. Rural and infrastructure sectors are identified as thrust areas in the Union Budget, which could energise aggregate demand. With the acceleration in global trade, the Indian economy could benefit from buoyant external demand. In addition to the usual related uncertainty, inflation faces upside risks from a variety of other sources, especially due to the oil prices, the fiscal slippage, and (the statistical effect from) the expected increases in HRAs by the state governments, The purely direct statistical impact of the HRA adjustment on CPI will be looked through while formulating monetary policy. Uncertainty over the pace and timing of monetary policy normalisation by the systemic central banks in advanced economies, protectionist tendencies and fears of a trade war pose significant risks to the baseline inflation and growth paths. (Source: https://rbi.org.in)

OVERVIEW OF GLOBAL WIND ENERGY SECTOR

From niche technology, wind energy is now a global success story. The wind industry provides 260,000 quality high- skilled jobs in Europe. On a global scale, that figure is now 1.15 million.

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The wind supply chain is benefitting regions across the globe, including economically less-advantaged ones. Citizens are benefitting from shared ownership of wind farms. Wind farms are also contributing to local economic activity through the taxes they pay to local governments – covering up to 25% of municipal revenues.

The wind industry has brought jobs and investment to many regions, including ones that have depended on traditional industries. Shipbuilding areas in e.g. northern Spain and northern Poland now produce towers, foundations, cranes and the jack-up vessels that install offshore turbines. Oil and gas-driven economies are benefitting too – New Mexico has invested €2.4bn in wind and the sector supports 4,000 jobs. In the US as a whole, wind turbine technician is one of the country’s two fastest growing jobs. In Canada it’s the same story. Alberta is investing €5.4bn of investment in new wind energy projects in the province. These are expected to generate €2.4bn in local spending and 15,000 job years of employment by 2030.

Wind energy is providing the world with clean, affordable power. After a record year of wind installations in 2017, Europe has an installed capacity of 169 GW. Wind now provides 12% of Europe’s electricity and 44% in Denmark and 22% in Germany. Globally there is now 539 GW of wind energy installed. Four US states get more than 30% of their electricity from wind, as does Uruguay and the state of South Australia.

Wind Europe CEO Giles Dickson said: “Onshore wind is now the cheapest form of new power generation in most of Europe, and offshore wind is not far behind with costs having fallen over 60% in three years. It’s now getting easier and cheaper to integrate wind power into the energy system. As a local resource, wind also means much less money spent on fossil fuel imports. And of course it means less CO2 and cleaner air. From a niche technology, wind energy is now an industrial success story. It’s 260,000 high-skilled jobs in Europe. It’s a €36bn contribution to EU GDP and €8bn worth of European exports. And wind is making an impact also on a more local level. Whether it’s providing local jobs and investment in the supply chain or wind farms contributing taxes to local municipalities, wind energy is having a positive impact in communities across Europe”. (Source: http://gwec.net/the-local-impact-of-wind-energy-in-the-spotlight-on-global-wind-day/)

The Global Wind Energy Council released its annual market statistics in Brussels. The 2017 market remained above 50 GW, with Europe, India and the offshore sector having record years. Chinese installations were down slightly—‘only’ 19.5 GW—but the rest of the world made up for most of that. Total installations in 2017 were 52,573 MW, bringing the global total to 539,581 MW.

Beyond the statistics, however, is the fact that wind power is in a rapid transition to becoming a fully commercialized, unsubsidized technology; successfully competing against heavily subsidized fossil and nuclear incumbents. The transition to fully commercial market-based operation has left policy gaps in some countries, and the global 2017 numbers reflect that, as will installations in 2018.

Catering prices for both onshore and offshore wind continue to surprise. Markets in such diverse locations as Morocco, India, Mexico and Canada range in the area of US$0.03/kwh, with a recent Mexican tender coming in with prices below US$0.02. Meanwhile, offshore wind had its first ‘subsidy-free’ tender in Germany this year, with tenders for more than 1 GW of new offshore capacity receiving no more than the wholesale price of electricity.

Wind is the most competitively priced technology in many if not most markets; and the emergence of wind/solar hybrids, more sophisticated grid management and increasingly affordable storage begin to paint a picture show/demonstrate what a fully commercial fossil-free power sector will look like.

Europe was the big story this year, with record installations both on and offshore, and records set in Germany, the UK, France, Belgium, Ireland and Croatia. However, 2018 totals in Germany and UK will inevitably be down, and unless the Spanish, Italian and and/or Eastern European markets show some signs of life, it will be hard to repeat 2017’s numbers.

In Asia, China continues to lead. Although the market was down by 3.5 GW, curtailment was also down a bit, showing that the authorities are getting to grips with the grid problem, setting the stage for future growth. Also, the offshore sector has now taken off, and will become an increasingly important part of the future Chinese market.

India had a record year, installing over 4 GW, but will be the ‘victim’ of a policy gap in 2018. Pakistan, Thailand and Vietnam all continue to show promise, and there are stirrings in the laggard markets in Japan, and particularly in South Korea as a result of policies being enacted by the new government.

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The U.S. had another strong year with 7.1 GW, and a very strong pipeline for the next few years. Despite the political turmoil, the U.S. industry seems to be in a solid position, having narrowly survived a scrape with Congress, and looks to be stable going forward through 2020, although there is still some uncertainty about what happens after that. Canada saw a substantial dip, but new developments in Alberta will help in the coming years, and Mexico is still poised to become a major market.

In Latin America, Brazil chalked up more than 2 GW, despite political and economic crises which are not yet fully resolved. Uruguay completed its build-out and is nearing the 100% renewable energy target in the power sector. The results of 2016 and 2017’s auctions in Argentina will start to result in strong installation numbers in 2018 and beyond.

There was a lot of activity in Africa and the Middle East, but the only completed projects were in South Africa, where 621 MW of new capacity was added to the grid. Australia, the only active market in the Pacific region, put up a modest 245 MW.

The dramatic price drops for wind technology has put a big squeeze on profits up and down the whole supply chain, but the industry is seeking to make good on its promise to provide the largest quantity of carbon-free electricity at the lowest price. Smaller profit margins are a small price to pay for leading the energy revolution. (Source : https://www.renewableenergyworld.com/ugc/articles/2018/02/27/global-wind-power-capacity-grows-by-526- gw.html)

(Source: https://rbi.org.in)

Indian Scenario

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India’s GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19.

Market size

India's gross domestic product (GDP) at constant prices grew by 7.2 per cent in September-December 2017 quarter as per the Central Statistics Organisation (CSO). Corporate earnings in India are expected to grow by 15-20 per cent in FY 2018-19 supported by recovery in capital expenditure, according to JM Financial.

The tax collection figures between April 2017- February 2018 show an increase in net direct taxes by 19.5 per cent year-on-year and an increase in net direct taxes by 22.2 per cent year-on-year.

India has retained its position as the third largest startup base in the world with over 4,750 technology startups, with about 1,400 new start-ups being founded in 2016, according to a report by NASSCOM.

India's labour force is expected to touch 160-170 million by 2020, based on rate of population growth, increased labour force participation, and higher education enrolment, among other factors, according to a study by ASSOCHAM and Thought Arbitrage Research Institute.

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India's foreign exchange reserves were US$ 422.53 billion in the week up to March 23, 2018, according to data from the RBI. (Source: https://www.ibef.org/economy/indian-economy-overview)

OVERVIEW OF INDIAN WIND ENERGY SECTOR

As of March 2017, India was the fourth largest producer of wind energy after China, USA, Germany with an installed capacity at around 32279.77 MW. Growing environmental consciousness and government incentives to entrepreneurs and investors are making this industry a viable business proposition. New technological developments in wind power generation design have contributed to the significant advances in wind energy penetration across the nation thereby ensuring optimum utilization of wind power potential of the country. The industry is firmly on track to meet the national target of achieving wind powered installed capacity of 60GW by 2022.

MNRE has incorporated Centre for Wind Energy Technology (C-WET) as technical focal point for development of wind energy in India. This agency is responsible for wind resource assessment in the country. According to C-WET (Centre for Wind Energy Technology) estimation, Gujarat, Karnataka, Andhra Pradesh, Tamil Nadu and Maharashtra are leading states in wind energy potential.

According to government estimates, onshore potential of wind power in India is around 302GW. Moreover, wind power projects in the country are likely to attract investment worth USD 15 billion during 2015-2020. This offers huge scope for the growth of wind energy projects across the nation.

In the last five years, there has been a tremendous growth in renewable energy in India. This is due to the significant drop in tariffs from wind energy plants. In February 2017, power tariffs from wind power hit a record low and reached INR3.46/kWh owing to ongoing technological improvement in wind energy sector, which has enhanced the overall efficiency.

The Indian government has taken several policy initiatives, such as ‘National Offshore Wind Energy Policy’, which aims to harness offshore wind potential of the country. The policy also focusses on allocation of offshore wind energy blocks, coordination and allied functions with related ministries and agencies. (Source: http://www.windinsider.com/index.php/health/929-emerging-trends-in-the-wind-power-industry-in-india)

Outlook of Renewal Energy

The GoI commitment at Paris Agreement to bring upto 40% of Renewables in total power mixede is a message clearly written on wall that come what may, Renewables will now ride over the power market on a long term trajectory. Bankers will be lending more aggressively to Renewables. Investors would be keen to consider Renewables as compared with conventional and technology advancements, policy back-ups, tax sops all would eventually funnel down to empower Renewables in India for next decade. To add woes for other power markets in India, biggest and contributing about 60% of total mix as on date is Coal which off-late is subjected to challenges on mining, monopoly, environment regulations and plant efficiency.

The climate change impact have already started taking toll on Hydro Power Production, which is less than anticipated by 12% in FY 2017-18 and now harnessing more opportunities in this sector would go slow as compared to last decade progress. Nuclear Power has never picked up since its planning in early 1980s. The major weight is now laden on wind and solar to meet the ever increasing power demand and also ask for Reduced Emissions, Better Economy, Stable returns and Improved Renewables penetration.

A remarkable development in the sector to improve Renewable Penetration, is promoting avenues to bring hybrid model. For countries like India, solar irradiation is inevitable ingredient in all the 9 windy states. Therefore, adding solar in any existing and upcoming windfarm in all the wind states is possible and this will further improve the PLF of site as a whole and optimal utilisation of power infrastructure. This will indirectly whitewash the competition between solar and wind, rather would help create a win-win synergy and boost further wind industry projections. It would also help make hitherto unviable now economically feasible with right mix of wind and solar capacities.

Scheduling and Forecasting of wind power, which once upon a time was a misnomer for industry and “infirm power” was the tag attached by the Grid Operators too now have calmed down due to display of technology and successful implementation of right practices being adopted by other countries.

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Regulatory Interventions, Power Sector Reforms and Technology Upgradations are all going in favour of Wind Industry to be growing progressively high and continue leading Renewable market in India. And, in a nutshell, once electron starts moving in the grid, its immaterial where from it comes; but its availability and vitality will bring green revolution in the Nation to bring back its glory.

Renewal Energy Installed Capacity

(Source: MNRE)

Investments/ Developments

Wind Power has witnessed steady growth in the last few years, with the country boasting of the fourth largest installed capacity globally after China, USA and Germany. As of March 2017, it contributed a staggering 56% to the total renewable energy generated in the country which stood at 32.28. GW

As India plans to reach 175 Gigawatt (GW) of renewable energy by 2022, wind energy will be a major contributor, contributing 60 GW to this expansion plan. Estimates show that India’s wind potential is 302 GW and India Energy Security Scenarios 2047 show a possibility of achieving a high of 410 GW of wind.

In 2016-17, India added a record 5.4 GW of wind power capacity, surpassing the target of 4 GW. India’s wind power installations accounted for a 6.6% share of the global market in 2016. Wind power capacity accounted for over 9.1% of total domestic installed capacity. India’s well-developed wind power industry has the capability and experience to help meet the country’s climate and energy security goals. (Source : http://www.makeinindia.com/article/-/v/powering-sustainability-wind-energy)

Government initiatives

This year, India left behind the US to take the second spot on a list of the world’s most attractive renewable energy markets. Foreign Direct Investment (FDI) up to 100% is permitted in the sector and during April 2014 to March 2017, the sector received FDI worth USD 2.2 Billion.

The Ministry of New and Renewable Energy’s (MNRE) wind power programme covers wind resources assessment, facilitation of implementation of demonstration and private sector projects through various fiscal and promotional policies. The Ministry is specifically supporting the production of equipment to develop the wind energy sector in India. Currently, the annual production capacities of domestic wind turbines stand at 10,000 MW with around 21 wind turbines manufacturers in the country.

The Wind Resource Assessment (WRA) Programme is an ongoing activity, being coordinated by the National Institute of Wind Energy (NIWE), in association with State Nodal Agencies. WRA has so far been covered in 29 states and 3 Union Territories involving establishment of about 809 dedicated wind monitoring stations. Out of the total stations established so far, 252 stations have shown potential for commercial wind power installations and 30 stations are presently in operation as on 31st December 2016.

Various preferential and promotional tariff schemes along with interstate transmission charges waivers are being implemented in an association with multiple State Electricity Regulatory Commissions (SERCs) to ensure swift

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distribution of wind energy through electricity grids. MNRE, in association with its Human Resource Development is planning fellowships, grants, stipend and research projects to develop high quality work force for the sector. The Ministry is supporting R&D proposals from R&D institutions, Academic institutions & companies in the thrust areas of small wind energy & hybrid systems through a separate budget head from 2014-15. Currently there are 13 ongoing R&D projects through this programme.

After receiving a significant success in setting up wind farms in various windy states of India, the country is all set to explore offshore locations for wind energy through innovative ways. National Offshore Wind Energy Policy will explore possibilities of developing wind farms around India’s coastline.Comprehensive Guidelines for Development of On-shore Wind Power Projects in the country were formulated and issued in 2016.To get best out of both solar and wind energy, the country also aims to achieve 10 GW of electricity through wind-solar hybrid plants by 2022.

A package of incentives which includes fiscal concessions such as, concession in custom duty for specific critical components, excise duty exemption, special additional duty exemption, income tax exemption for 10 years on profits for power generation, etc. is also being provided for promotion of wind power in the country.

Government’s efficient policy ecosystem and participation of private sector will lead India towards sustainable energy security. (Source : http://www.makeinindia.com/article/-/v/powering-sustainability-wind-energy)

Key Challenges

Technical issues: Majority of wind power farms in India have reached their commissioned period and hence require maintenance and repowering. As a result, wind power possesses a low plant load factor compared to fossil fuels. Absence of proper government policies and framework is another major factor due to which companies are not willing to repower their plants which is essential to tackle this issue.

Infrastructural: Due to non-availability of proper grid infrastructure the amount of energy produced in wind farms is not transferred effectively to consumers which results in wastage of energy.

Economics: Project financing methodology for majority of wind energy projects are conceived with 70:30 debt equity ratio with high interest rates which creates expensive debt under difficult macroeconomic conditions of India. Other barriers faced by the wind sector are availability of land for wind farm erection, withdrawal of accelerated depreciation, implantation of revised tariff as per CERC guidelines. (Source : https://irjet.net/archives/V4/i7/IRJET-V4I7601.pdf)

(Source : https://cleantechnica.com/files/2018/03/India-power-capacity-added-Q4-2017.png)

Road Ahead

The Government of India is committed to increased use of clean energy sources and is already undertaking various large-scale sustainable power projects and promoting green energy heavily. In addition, renewable energy has the potential to create many employment opportunities at all levels, especially in rural areas. The Ministry of New and Renewable Energy (MNRE) has set an ambitious target to set up renewable energy capacities to the tune of 175 GW by 2022 of which about 100 GW is planned for solar, 60 for wind and other for hydro, bio among other. India will need investments of around US$ 125 billion to reach this target.

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It is expected that by the year 2040, around 49 per cent of the total electricity will be generated by the renewable energy, as more efficient batteries will be used to store electricity which will further cut the solar energy cost by 66 per cent as compared to the current cost.* Use of renewables in place of coal will save India Rs 54,000 crore (US$ 8.43 billion) annually. (Source: https://www.ibef.org/industry/renewable-energy.aspx)

(Source: https://powermin.nic.in/)

Wind Energy has spread across the South, West and North regions of India. The potential of wind energy is concentrated in the states of – Andhra Pradesh, Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu and Telangana. Tamil Nadu has the highest installed capacity in the country with around 7.5 GW and its state regulations are very much favourable to wind power development. Maharashtra has the 2nd highest installed capacity of about 5 GW followed by Gujarat with 3rd highest installed capacity of around 4 GW in the country.

India already has its National Offshore Wind Energy Policy. Draft guidelines for Offshore Studies and Surveys by Private Sector have been issued by NIWE. The EU Delegation to India, in close cooperation with the MNRE, has given grant to two different consortiums: ‘Facilitating Offshore Wind in India (FOWIND)’, initiated by the Indo-European co-operation on renewable energy, is led by the Global Wind Energy Council (GWEC) and has been working for more than 3 years in offshore wind.

Another consortium led by COWI (Denmark) ‘First Offshore Windfarm Project in India (FOWPI)’. The project is preparing technical tender documents for a 200 MW offshore windfarm in Gujarat. The documentation is expected to be ready by mid-2018 for the NIWE to send a tender call to Indian and European companies to construct the offshore wind farm. With more than 25 years of experience in windfarm installations, India is quite competent in most of the supply chain management. However, still there exists scope for imbibing techno-economical interventions from global experiences. The main thrust areas include: improving design and engineering aspects, promoting performance monitoring systems and asset management services, conducting both macro- and micro level feasibility studies and focused research and development. (Source : http://indien.um.dk/en/innovation/sector-updates/renewable-energy/wind-energy-in-india/)

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OUR BUSINESS

OVERVIEW

About KP Group

KP Group is a business house focused oninfrastructure mainly engaged into developing sustainable green energy projects. It operatesin the state of Gujarat, India. The Group was founded and promoted by Mr. Farukbhai Patel in 1994.The Group has completed 25 years in Business.

The KP Group has been selected as India’s Most Promising Brands – 2015 by World Consulting & Research Corporation. It has been awarded corporate membership of ‘Mangrove Society of India’ for its dedicated services towards conservation and creating awareness for Mangrove Ecosystem as part of CSR initiatives of the Group.

KP Group intends to play a significant role in Renewables in India and providing a sustainable power for all initiatives of Government.

About our company

In line with the group’s focus on renewable energy; our company represents the “Wind Energy” business vertical of the group. KP Energy Limited (KPE) is promoted by Mr. Farukbhai Patel and Mr. Ashish A Mithani, both having varied experience of over two decades in construction, fabrication, galvanizing, telecom tower installation and Solar & Wind Energy.

Incorporated on January 08, 2010, KP Energy Limited is a Gujarat-based rapidly growing company providing novel concept of Balance of Plant (BoP) i.e. creating wind farm projects on turnkey basis for WTG manufacturers and Investors or Independent Power Producers (IPPs).

As of date, KPE is engaged in primarily engaged in wind energy business which can be further classified into 3 activities i.e. a) Wind Farm EPCC b) O&M of Wind Farms and c) Energy Generation through its own 8.4 MW wind assets.

KP Energy provides complete solutions from concept till completion of the project life-cycle of a Wind Project. Activities covered are Siting of Wind-farms, Lands & Permits acquisition, EPCC (Engineering, Procurement, Construction & Commissioning) of Wind Project Infrastructure including power transmission and Operations & Maintenance of entire Balance of Plant of a Utility Scale Wind-farm. Business model of company is designed to bring scalability in wind sector by serving OEMs (Original Equipment Manufacturers) of Wind Turbines, IPPs (Independent Power Producers), Captive Users as well as Institutional Investment Programmes.

The Business model of development of Wind Projects by KP Energy Ltd is as best explained as below:

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The goal of the company is to bring together all the key stakeholders of a wind power project and ensure efficiencies of time, cost, quality and resources. The Projects executed/nearing completion by KP Energy so far is as per below table:

No. of Wind Max Hub Site Capacity Year of Completion Total Capacity Turbines Height 2.1MW Ratdi 16 90M 2016 33.60MW Suzlon 2.1MW Matalpar 16 90M & 120M 2016 33.60MW Suzlon 2.1MW Kuchhdi 33 120M 2017 69.30MW Suzlon 2.1MW Mahuva-1 33 Suzlon, 120M, 130M WiP (by 2018) 70MW (WiP) 2.5MW GE Total 98 206.5 MW All above projects are accomplished under Feed-in Tariff in State of Gujarat.In addition to the Wind Power Project Development business, we are Independent Power Producer of Wind Energy having power generating portfolio of 8.4 MW comprising 4 nos. of 2.1MW wind turbine generators at Matalpar, Kuchhdi and Mahuva Sites in Gujarat.

Further, Wind Projects at various locations (including those being executed through our subsidiaries) having aggregate proposed capacity of approximately 1231 MW for development where Siting, land acquisition, power evacuation &technologytie-up is expected to get completed by 2020.

Our total income has increased at a CAGR of 410.18% from M 326.89 lakhs in FY 2012 to M 11302.52lakhs in FY 2017. Our EBITDA has increased at a CAGR of 128.07% from M 47.52 lakhs in FY 2012 to M 2932.98lakhs in FY 2017 and our Profit after tax has increased at a CAGR of 169.74% from M 11.83 lakhs in FY 2012 to M 1689.44 lakhs in FY 2017. (Our total income, EBIDTA and profit after tax for the period ended March 31, 2018 was M 6023.75 lakhs, M 1008.63 lakhs and M 187.82 lakhs respectively which was drastically down due to complete change in tariffpolicy (Feed in tariff to Auction driven tariff regime for Power purchase) so we exclude it in calculation of CAGR. Sector have now taken a big quantum jump under auctions from State & Centre. We expect to improve on volumes & EBITDA due to phenomenal jump in Orders for Projects under Auction Regime.

Following are the key distinctiveachievementsof KP Energy in the field of wind energy are as below:

• First Mover to develop & successfully implement a unique business model in wind industry in form of an organised development perspective providing solutions to pain points of stake holders.

• First successful initiative of end to end solution provision including technically most innate activity like wind turbine erection & handling crane packages from first WTG installation itself.

• Almost a decade old business relationship with India’s largest OEM – M/s. Suzlon Energy Limited with year over year business upto total potential available with the company.

• Considerably strong & long business pipeline & visibility due to stable & focussed approach.

• Strong execution team groomed & exposed to varied physical & execution challenges with skill sets matching any other reputed OEM development arm.

• Have working relationship or good rapport with all major OEMs & IPPs operating in India.

• Obtained First Coastal Regulation Zone Approval for development of 10.50 MW at Ratdi from Ministry of Environment, Forests & Climate Change,The Government of India in 2015.

• Obtained Coastal Regulation Zone Approval for development of 39.90 MW at Mahuva from Ministry of Environment, Forests & Climate Change, The Government of India in 2017.

• Participated in GUVNL tender and won 30MW Wind Power Project in consortium with Evergreen Power Mauritius Private Limited to be developed in Gujarat.

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• Tied up for 300MW Wind Power Project Development on turnkey basis at Gadhsisa site at Kutch, Gujarat, with GE India Industrial (P) Ltd.

• Tied up for 300MW Wind Power Project Development on turnkey basis at Hajipir site at Kutch, Gujarat with a renowned Global OEM.

As on September30, 2018, we employ 98 people on our payroll.

Our Strengths

Unique model

Wind Farm project can be broadly divided into two parts – WTG Supplies (OEM) & Development-.BoP (KP Energy)

KP Energy is uniquely positioned in the wind industry because of its business model, providing end-to-end solutions for development of wind farm. Its value proposition to any Investor provides for every activity inawind power project of utility scale, likesiting, land acquisition, permits, power evacuation facilities (sub-stations, transmission lines, feeder bays), foundation works for wind turbines & electrical network as well as erection & installation of wind turbines through special crane & specialised man power. KP Energy’s major revenue comes from Balance of Plant (BoP) for all of above implementation & services.

The BoP Activities can be broadly explained as under:

STAGE CONTRACT DevelopmentTie-up Land & Various Permits Assessment/Co-ordination/ Acquisition Wind Mast Siting, Installation, Data Management, Resource Assessment Pre-Construction Term sheet Agreement Sales Closure of Project Definitive Agreement/Notice to Proceed Design Engineering & Detailing of Site & Project System Study/Evacuation Capacity Allocation/Connectivity Documentation with Transco Power Evacuation Siting/EPCC of Pooling Substation Survey/Approvals/EPCC of EHV lines Statutory Compliance & Charging Land Documentation & Development Permits & Windfarm construction Registration Right of Way for Project & handling local issues

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Roads & Access Development/Construction Area Development Civil foundation for WTG

EPCC ofof USS

EPCC of 33kv linesbetween WTG & Pooling Substation Stores, Site Office Infra, Insurances WTG & BoP material Unloading & Storage – cranes, services & Upkeep Logistics, Erection &Ready to Commissioning Site Security & Surveillances Inter-carting of WTG/BoP parts to each locations Main Crane Packages, WTG Erection & Services Ready to Energise WTG services post erection Compliance of all documentation & Handover of Project to Hand Over Take Over OMS

In a nutshell, KP Energy absorbs all the pain points of any OEM or IPP throughout the wind project and plays a pivotal role in conversion of an idea to project and a bid attempt to project completion with IPP/OEM.

Value proposition

Providing complete end to endsolutions of Balance of Plant (BoP) for wind energy investors is also a unique value proposition. It provides comfort of economy in overall pricing as compared to similar scope of work offered by a turnkey contracting OEM and provides reliability in timely delivery of the projectaddressing all relevant permits, approvals and managing the Right of Way for Project.. We believe that this model creates a niche for our company.

Project management expertise and established track record of project execution

Wind Energy is a grooming sector and not many organized engineering companies have specialized focus and expertise in this. Since our incorporation in 2010, we have a full throttle focus to set a new trend in the Wind Energy Sector. Wind-farm sites we selected, acquired and offered to market were focused completely on pure power generationperspective. We have successfully developed evacuation facilities for~210 MW of Wind Energy,of which 166 MW has already been energised as on date Balance projects are under implementation.

By now, we as a team are well exposed to different terrains & challenges in executing the wind projects. From Coastal plains to rocky ridges, from low lying water prone flats to inundated mountain tops, from muddy soil to marshy plateau, we have been able to manoeuvre man, machines and cranes with sheer hard as well as smart work. Equally stubborn are the mindsets, muscles & body joints of the engineers to pave a way where there is none! We believe that our established track record has helped us in developing project management skills for executing projects in a time and cost effective manner even in most challenging terrains. Our experience in wind energy sector of bringing together all the key participants has helped develop goodwill amongst the wind sector eco-system. We believe that our project execution capabilities have enabled us to establish long term relationships with our suppliers and buyers.

Experienced Management team

For successful or consistent track record, it may not be sufficient to have exposure to rough and tough terrains. Our management have acquired wisdom mapped trends and developed willingness to adopt to change, implement hard decisions, withstand to severe local conflicts, stick to principles of organisation and keep patience during thick and thin. This blend is ultimately yielding us way to success called “experience”.

We have an experienced management team led by our Promoters, Mr. Farukbhai Patel and Mr. Ashish A Mithani, each of whom has more than 23 years of work experience in diverse sectors including 8 years in the Wind Energy Space. Our senior management team includes experts from electricity board, state administration and project specific organizations including PSUs with decades of experience and exposure to execution challenges. We believe that our management team is well qualified with significant industry experience and has been responsible for the growth in our operations. For further details regarding the educational qualifications and experience of our promoter directors and key management team please see “Our Management” of this Information Memorandum. We believe that the experience and relationships that our management team has, have extended our operating capabilities and quality of our services. The

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Organisation Structure has been robust to scale up the activities and achieve the desired results in time and cost- effective manner.

Large Number of wind site lands at locations of very high wind velocity and consistency

The core competence of KP Energy Ltd remains site identification and lands acquisition. We believe that we were able to forecast the changing trends towards wind projects as profitable through “power sale model” instead of “simply tax saving propositions”. The only factor ensuring viability of project in all circumstances is wind potential. Our team had strived for years together to set its feet, and searched best of sites, have got it scientifically analyzed with best available and proven technology prevalent in the world and then initiated acquisition. We have installed masts at identified wind potential sites of required numbers and heights (ranging from 80m to 120m) meeting IEC Standards, equipped with proven instrumentation from world class suppliers to measure &analyse all necessary weather parameters for assessing the project viability. This proven land bank, we believe is the most important competitive advantage of our company in this industry.

This edge of KP Energy is displayed by its decision to import and implement LIDAR (Light Detection & Ranging) system to map the wind data more accurately in addition (repeat – in addition) to conventionally used met masts. We have kept on adding the masts in numbers as well as growing heights with increasing hub heights. We believe, technology adoption and embracing keeps our company young and ever-growing, come what may.

Existing Development Tie-up and visible order book

Based on the proven track record of our Site Generation Performance and execution expertise, we have been able to complete development tie-up for 631.5 MW of wind projects proposed to be jointly developed with globally renowned OEMs.

As on March 31, 2018, we have commissioned 159.6 MW for clients / end users and these are now part of our O&M Portfolio. Further our order book (representing of projects where end user / client has been signed up and are being commissioned) aggregates to 631.5 MW, all of which is scheduled for commissioning within 2 years’ time frame. Further below is the visible business pipeline of our company:

Applied & Planned to Wind Site Development Tentative Year Bid Site Accepted Execute Acquisition Commitment of Networks MW MW Status Tie-up Commissioning 50% acquisition Mahuva - 2 30 31.50 Yes State 2018-19 completed Applied & NA (Client’s Gadhsisa 300 nearing Yes ISTS 2018-19 Connectivity) completion Applied & NA(Client’s Hajipir 300 nearing Yes ISTS 2019-20 Connectivity) completion Merged with Muru 400 AA Yes ISTS 2018-19 Hajipir Project Kera Applied & under 400 300 Under Process ISTS 2019-20 (Vanki) process 100% acquisition Dwarka* 400 300 Under Process ISTS 2019-20 completed Total 1230 1231.50

Existing synergies within the KP Group

The rich infrastructure and engineering experience of the group helps our company take advantage of various synergies within the group. For e.g. our group companies involved in engineering and construction are used by us as suppliers / vendors and help us create another competitive edge as compared to stand alone Wind Farm Developing groups. Secondly, we believe that relations developed by the group companies with industry players in various sectors helps us with cross-selling our products & services as well.

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For risks related to our business, our Company and our industry, see “Risk Factors” on page no. 7 of this Information Memorandum.

Our Business Strategies

Our objective is to become a significant player in Wind Energy sector. We plan to achieve this by implementing the following strategies:

• Focus on the high growth potential in the Wind Energy Sector in India

The Indian renewable energy sector is the second most attractive renewable energy market in the world as per the Renewable Energy Attractiveness Index 2017. India’s installed renewable power generation capacity (including hydropower) increased from 42.4 gigawatts (GW) in FY07 to 114.43 GW in May 2018, which is 33 per cent of the total installed capacity. Power generation from renewable energy sources in India reached 101.84 billion units in FY18.

Installed renewable power generation capacity has increased steadily over the years, posting a CAGR of 9.29 per cent over FY08–18. India added record 11,788 MW of renewable energy capacity in 2017-18. The focus of Government of India has shifted to clean energy after it ratified the Paris Agreement. With the increased support of government and improved economics, the sector has become attractive from investors perspective. As India looks to meet its energy demand on its own, which is expected to reach 15,820 TWh by 2040, renewable energy is set to play an important role.

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India has the fourth largest installed capacity of wind power and the third largest installed capacity of concentrated solar power (CSP). Around 1.8GW of wind power capacity was added in 2017-18.

Installed & Operational wind power capacity comparison till FY 17-18

INDIA - WIND POWER CAPACITY INSTALLATIONS FY 2017-18

Total Total Total Total Total Installe Opera Operation Sr. No. State during Installed d till tional al till FY Oct'17 Jan'18 Dec'17 Feb'18 till FY17- Sep' 17 July'17 Mar'18 May'17 Nov' 17 Nov' Aug' 17 Aug' June'17

April,17 FY17-18 FY16- tillFY 18 17-18 17 16-17 1 Andhra 3619 3619 0 0 102.4 27.3 32 4.2 0 24 26 0 4.6 123.60 344.10 3963.00 3963.00 2 Gujarat 5430 5341 2 32.1 59.65 2 39.5 31.7 8.2 3 18.6 24.2 8.4 43.45 272.80 5702.30 5613.41 3 Karnatka 3751 3751 0 23.3 0 18.4 0 0 0 0 0 0 67.2 649.10 758.00 4509.45 4509.45 4 Kerala 51.9 51.9 0 0 0 0 0 0 0 0 0 0 0 1.00 1.00 52.90 52.90 5 MP 2498 2498 0 0 0 0 0 0 0 0 0 0 0 22.10 22.10 2519.90 2519.90 6 Maharashtra 4772 4771 0 0 0 0 0 0 6.3 0 0 0 0 6.30 12.60 4784.30 4783.98 7 Rajasthan 4282 4282 0 0 0 0 0 0 0 0 0 0 0 16.00 16.00 4297.65 4297.65 8 Tamilnadu 7861 7861 5.5 0 3.45 6.52 0 30.85 0.23 4.5 57 5 0 222.59 335.64 8197.08 8197.08 9 Telangana 100.8 100.8 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 100.80 100.80 10 Other 4.3 4.3 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 4.30 4.30 Total 32369 32280 7.5 55.4 165.5 54.22 71.5 66.75 14.73 31.5 101.6 29.2 80.2 1084.14 1762.24 34131.68 34042.46

As an end-to-end Wind Farm Development Services provider, we are completely focussed on nitty-gritty of wind sector. We shall continue to focus on the opportunities available in this sector. We seek to develop our capabilities in this segment by successfully executing wind farm projects in consortium with larger IPPs and OEMs and building a track record to bid for larger contracts, as an organised Developer and deploy our resources more efficiently and improve operating margins. Our bagging of recent projects of ~ 300MW at single site is results of efforts & preparedness in this direction.

• Value for Money

As a well-focused and clear road-map organization, we strived to groom expertise and best practices at work place over a period of time to reasonably rationalise the costs of execution as compared to conventional players. Skill sets developed so far helps us in optimizing the costs of the project right from the stage of conceptualization of sites.Managing land acquisition and local risks provides us an edge to offer Value for Money to our clients. This remains key aspect in attracting established industry players to sign-up for entire capacities we propose to develop, as it reduces overall cost of project, better performance of generating assets and lesser risks in operations.

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• Own Generating Assets

Principle source of revenue for our company comes from contracting and development services. We have strategically utilised this opportunity to develop our own assets at our wind sites. This helps us in stability of income and meeting fixed overheads for a long period.We have our own power generating portfolio of 8.4MW comprising of Wind Turbine Generators of 2.1MW each.

• Operation and Maintenance of BOP Assets

Our company provides Operation and maintenance services of Balance of Plant including access roads, electrical switching, Isolation and Control facility situated next to individual WTG, entire internal network of High Voltage lines carrying power from this switch yard to Wind Farm Pooling Substation (which upgrades this power to grid voltage capacity for e.g., 220/66kv, operation & upkeep of this substation and if required, maintenance & supervision of Extra High Voltage Lines carrying power from Windfarm till Grid Substation as well as feeder bays at both ends.Total asset under long term O&M service preview is around 159.6 MW.

• Increase our portfolio of offerings and innovations within the wind sector

We believe that the key to our business is identifying locations / sites where wind energy projects would be highly successful and profitable. We propose to continue to add newer sites and locations in and outside the state of Gujarat. Further, announcements on wind-solar hybrid policy and power purchase initiatives will provide an opportunity to optimally utilise available power evacuation infrastructure by adding technically designed solar projects in vicinity of our wind farms yielding another set of business opportunities. We believe that our focus on innovation within the wind sector would help us stay ahead of the learning curve of the industry.

DETAILS OF OUR BUSINESS

Location

Our Registered Office is situated at A-1/2, Firdous Tower, Behind Fazal Shopping Centre, AdajanPatia, Surat – 395 009.

Corporate Structure

Our corporate structure includes our company – standalone as well as subsidiary companies as shown below:

KP Energy Limited

HGV DTL K.P Energy Evergreen VG DTL Hajipir Ungarn Transmissio Manar Mahuva Belampar Vanki Mahua Wind Farm Mahuva Transmissi Renewabl Miyani Renewable n Projects Power Power Power Renewable Windfarms Developers windfarm on Projects e Energy Power Energy Pvt. Pvt. Ltd. Pvt Ltd Infra LLP Infra LLP Infra LLP Energy LLP Pvt. Ltd. Ltd. Pvt Ltd Pvt Ltd LLP Infra LLP ("KPEMWP ("WFDPL") ("HDTLPPL" ("MNPIL") ("MHPIL") ("BPIL") ("VREL") ("MPIL") ("UREPL") ("EMWPL") ("VDTPPL") ("HREL") (99%) L") (98.77%) ) (99 %) (98.20%) (100%) (99%) (99%) (99%) (99%) (99.03%) (51%) (100%)

KPEMWPL Subsidiary through which we have acquired some of the sites for our Mahuva Wind Projects. Subsidiary through which we propose to execute portions of future projects, where currently UREPL wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently WFDPL wind data study is being carried out. Subsidiary through which we are going to execute 31.5 MW project which was won in GUVNL EMWPL bid in consortium with M/s. Evergreen Power, Mauritius in Mahuva, Gujarat Subsidiary through which we propose to execute shared EHV line infrastructure for 1200MW HDTPPL projects. Subsidiary through which we propose to execute shared EHV line infrastructure for 1200MW VDTPPL projects. MIPIL Subsidiary through which we propose to execute portions of future projects, where currently

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wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently MNPIL wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently MHPIL wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently HREL wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently BPIL wind data study is being carried out. Subsidiary through which we propose to execute portions of future projects, where currently VREL wind data study is being carried out. For details regarding these subsidiaries as well as their acquisitions by KPEL, please refer to “History & Certain Corporate Matters - Our subsidiaries” on page no. 86 of this Information Memorandum.

Business Model and Key Process

The following diagram explains our business model and value proposition:

The Ideal Wind Farm Development process flowchart followed by our company can be classified into 5 primary items, namely, Pre-operative activities & Lands Acquisition; Power Evacuation & Collector Network, Civil works, WTG Receipt Management, Erection & Commissioning and Operations, as below.

Sr. No. Activity Pre-operative activities & Acquisition of Land, NOCs & Development Permits 1 [Objective: Techno-Economic Feasibility Preparations] Power Evacuation Infrastructure &Internal Collector Network 2 [Objective: Arrest all construction risks] Civil works for WTG foundation, Access Roads, Crane Platform 3 [Objective: Ready to Erect Site] WTG Receipt Management, Erection & Commissioning 4 [Objective: Time & Resource Management] Operations 5 [Objective: continue control over site and generate long term revenues bymaintainingBoP/common facilities within wind farm]

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Machinery and Equipment

Being wind farm developers, the major fixed asset owned by us is the sub-station which is being used by us to evacuate power from a particular site. Listed below are some of the important machinery owned by us and used in our business operations:

 Met Masts  DG Sets of various capacities ranging from 3kv to 165kv  GPS 72H  General civil/electrical/mechanical workshop and execution tools, light masts, logistics, etc.  Construction Machineries like Batching Plants, Concrete Pumps, pipes, vibrators, etc  Complete Site Lab for Civil works tests  Shuttering sets for all the WTGs under construction & required accessories for its fixing/resting  Specific Erection/Lifting Tools used for WTGs and Parts  Safety tools, accessories & gears  Switch Yard and Transformers  Job specific OMStools and vehicles

Products and Services

Under one roof, we provide a wide range of services to our clients effectively covering end-to-end solutions for Balance of Plant in a Wind Energy Project of Utility Scale. At our proposed project, usually a WTG manufacturer needs to only supply the WTG and supervision/specification/construction drawings. Rest all activities including siting & viability checks, lands, permits, evacuation infrastructure, EHV lines, HV lines, Unit Sub-Station, WTG foundation, internal access roads, Obtaining RoWs for lines, roads & WTG movement, its installation & readying it for energisation as per standards remains our project responsibility. We also undertake to Operate & Maintain this BoP facilities through-out project life.

Such wide range of products & services keep us way ahead of competition as it actually absorbs almost all the pain points of OEMs and IPPs.

Quality, Health,Safety and Environment (QHSE)

QHSE remains inevitable part of project development, especially when there are many execution risks & complexities involved. We are committed to complying with applicable quality, health, safety and environmental regulations and other requirements in our business. To help ensure effective implementation of our QHSE policy, at the beginning of each project we identify potential material hazards, evaluate all material risks and institute, implement and monitor appropriate risk mitigation measures. Almost all Quality Assurance Plans too are defined in beginning of the project and accordingly implemented with clientele. We endeavour to minimize accidents at our project sites through continuous training, awareness and strict implementation of safety standards at work place. We have a robust health care program in place for our team whereby periodic health check-ups are compulsory for all the direct & indirect members associated with our project at site. We also have tie-ups with major private multi-speciality hospitals in and around project area for cashless medical facilities of our employees. Our Company equip labourers with safety equipment and safety gears of approved & proven makethat aid them to mitigate potential safetyhazards. Project heads do undertake responsibility to follow all regulations and its compliance and are empowered to take appropriate steps to safeguard at project sites.

Human Resources

As a development servicescompany, we rely significantly on our human resources to distinct ourselves as an organised and seasoned player in the wind industry. Our Company currently has 98 employees on its direct payroll.

Category No. on Employees Executive Directors 2 Senior Managerial Team / KMP 8 Technical Staff 54 Other Staff 34 Total 98

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We also engage third party consultant engineers and skilled / trained experts for specific job requirements as part of our commitment to provide best of team and technology for undertaking the development services. Our outsourcings of certain tasks have also aided us to cap our physical involvement as well as costs and keep our final offers competitive.

Collaborations

We have not entered into any technology collaboration till date. Major part of the technology supplies and its design/work methodology is supplied by the OEM as part of the responsibility matrix. Hence, separate collaboration is not envisaged.

Export Possibility and Obligations

Our Company does not have any export obligation as we have developed all supply & service vendors indigenously

Capacity and Capacity Utilization

Our business is project specific and not of the nature of a manufacturing concern with specified installed capacity. Hence, capacity and capacity utilization is not applicable to us.

Marketing and Marketing Set-up

Ours is primarily is B2B concern providing services/supplies to Business and not to retail customers. Therefore, major part of marketing lies in successful implementation of present project orders and satisfying our existing clientele. We have always preferred to provide seamless services to our client and as far as possible resolve any trade dispute during course of business amicably. This has earned a very good reputation and we have our order book comfortable to match with our execution capabilities and future expansions. Also, our promoters too enjoy good reputation to enable us more and more inquiries in whole gamut of services we intend to provide.

Competition

The wind energy sector is still largely dominated by OEMs in terms of providing turnkey project to Investors. Therefore it is mostly fragmented in parts & parcels to small regional vendors for various services in India. The concept of one roof and assured services and also for entire scope of Balance of Plant was Unique Selling Proposition from KP Energy when initiated way back in 2011. Today our company enjoys first mover advantage and very few players have been able to provide similar services to industry.

We do e face competition from various regional and national domestic wind farm developers as well as from OEMs. Especially those having superior resources (financial, research, execution) mainly OEMs.

Our strategy of focussing primarily on Gujarat and keep developing windy sites and land resources here have provided us an upper edge to mitigate competition with one and all. Our liaison with Government, Utilities and various Stake Holders in the segment is at par with any other large player and our commitment towards clientele, trackrecord of good quantum of end-to-endexecution and organisational strength differentiates us. Also, to check the unwarranted cupidity amongst industry players, we have always preferred to be on low profile and focussed on our actions on ground, always.

Properties

Owned Properties

Relation Sr. of seller Property Description Name of Seller Agreement Details Utilization No. with company Land bearing survey Substation number 217 – paiki - 20 Dated: December of at Palitana Village – Promoter 28, 2011 1. Farukbhai Patel Matalpar Shevdiwadar Director Consideration: M (Palitana) admeasuring 01-21-41. 2.79 lakhs Site* 12,141 sqm.

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Relation Sr. of seller Property Description Name of Seller Agreement Details Utilization No. with company Land bearing survey Dated: November number 74/1 at Village No 15, 2011 Currently 2. NanabhaiGolanbhaiVala Kinkariya admeasuring Relation Consideration: M Un-utilized 9713 sqm. 2.00 lakhs Land bearing survey Dated: December number 308 – paiki – 4 at Substation No 19, 2013 Dist. Porbandar, Village NagabhaiDevshibhaiKeshwala of Ratdi 3. Relation Consideration: M – Baradia admeasuring Site 33.05 lakhs 8,195sqm. Land bearing survey Dated: March 16, Substation number 427 at Porbandar No 2015 4. DivyeshKeshubhaiKeshwala of Kuchhdi Village - Degam Relation Consideration: M Site 8,094sqm 33.05 Lakhs Land bearing survey Dated: September For Wind number 54 at Promoter 01, 2015 5. Farukbhai Patel Farm Dist.Bhavnagar Village - Director Consideration: M Project Matalpar 11129 sqm 2.67 lakhs Land bearing survey Dated: January 04, For Wind number 34P1P1 at No 2016 Farm 6. VijaysinhKuvarsinjJadeja Dist.Bhavnagar Village - Relation Consideration: M Project Matalpar 11331 sqm 2.75 lakhs Land bearing survey Dated: April 27, For Wind number 55/3p1 at BhikhubhaiJodhabhaiKhasiya& No 2016 Farm 7. Dist.Bhavnagar Village - Others Relation Consideration: M Project Matalpar 8195 sqm 2.40 lakhs Land bearing survey Dated: March 02, For Wind number 73p2 at No 2016 Farm 8. DhirubhaiNanbhaiBhaliya Dist.Bhavnagar Village - Relation Consideration: M Project Matalpar 17809 sqm 5.40 lakhs Land bearing survey Dated: January 23, number 168p2 at Promoter 2017 Currently 9. Farukbhai Patel Dist.Bhavnagar Village - Director Consideration: M Un-utilized Beda 33600 sqm 13.11 lakhs Land bearing survey Dated: January 11, Substation number 326/1Ap15 at No 2016 10. BhadursinhRamubhaSarvaiya of Muv- I Dist.Bhavnagar Village – Relation Consideration: M Site* Vaghnagar 12141 sqm 29.75 lakhs Land bearing survey Dated: December number 217p4 at BalabhaiJivabhaiBaraiya& No 17, 2016 Currently 11. Dist.Bhavnagar Village – Others Relation Consideration: M Un-utilized Shevdiwadar 16188 sqm 12.50 lakhs Land bearing survey Dated: December number 217p14 at BhabhabhaiJodhubhaiGohil& No 17, 2016 Currently 12. Dist.Bhavnagar Village – Others Relation Consideration: M Un-utilized Shevdiwadar 12141 sqm 9.39 lakhs Land bearing survey Dated: December For Wind number 7p1/P1 at HareshbhaiBhaishankerbhai No 26, 2017 Farm 13. Dist.Bhavnagar Village – Mehta & others Relation Consideration: M Project Naip 19527 sqm 36.93 lakhs Land bearing survey Dated: June 08, For Wind number 57p1/1 at No 2018 Farm 14. KalubhaiRavjibhaiValaki Dist.Bhavnagar Village – Relation Consideration: M Project Sathra 14569 sqm 46.50 lakhs Land bearing survey No Dated: January 17, For Wind 15. BhagvanbhaiShibabhaiBaraiya number 16p2 at Relation 2017 Farm

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Relation Sr. of seller Property Description Name of Seller Agreement Details Utilization No. with company Dist.Bhavnagar Village – Consideration: M Project Sathra 12039 sqm 35.10 lakhs Land bearing survey Dated: January 21, For Wind number 116p2 at No 2017 Farm 16. JatubhaRaisangVala Dist.Bhavnagar Village – Relation Consideration: M Project Sathra 12444 sqm 15.25 lakhs Land bearing survey Dated: May 31, For Wind number 149p2 at DilipsinhAmarsangVala& No 2017 Farm 17. Dist.Bhavnagar Village – Others Relation Consideration: M Project Sathra 5666 sqm 10.88 lakhs Land bearing survey For Wind Dated: June 3, 2017 number 149p3 at No Farm 18. MuktabenKantilal Jani Consideration: M Dist.Bhavnagar Village – Relation Project 9.97 lakhs Sathra 5665 sqm Currently Land bearing survey Dated: March 4, being number 173p5 at No 2017 utilized for 19. AbbasaliMahmadali Vora Dist.Bhavnagar Village – Relation Consideration: M own Sathra 9409 sqm 24.12 lakhs windpower project Land bearing survey Dated: May 25, For Wind number 216p1/p1 at LaxmanbhaiBachubhaiSenta& No 2018 20. Farm Dist.Bhavnagar Village – Others Relation Consideration: M Project Vaghnagar 9713 sqm 36.90 lakhs Currently Land bearing survey Dated: February 13, being number 90/3p1 at No 2017 utilized for 21. Odedara Ram Vikam Dist.Porbandar Village - Relation Consideration: M own wind Rinavada 9106 sqm 21.37 lakhs power project

Rented Properties

Relation Sr. of owner Property Description Name of Owner Period Utilization No. with company GIDC Plot No. 454 Meramanbhai No Term: From March Porbandar Site 1. B/h. GIDC Police Station, Lakhmanbhai Parmar Relation 01, 2015 to till date Office Porbandar – 360576. Office situated at A-1/2, Firdous Tower, New Rander Promoter Term: N.A.* Registered 2. Farukbhai Patel Road, AdajanPatia, Director Office Surat – 395 009. Office situated at city survey Term from June 01, No Bhuj 3. ward no 5/1 block no 2428, Devyani Jadeja 2018 to April 30, relation SiteOffice Bhuj, Gujarat 2019 Term from April 01, Store situated at Village Siddhrajsinh No 4. 2018 to February Store Sathra, Dist.Bhavnagar RanubhaVala relation 28, 2019 Ghadsisa Office cum GuestHouse at Term from June 01, No Office cum 5. Village Ghadsisa, Dist, Jaydevsinh b. Jadeja 2018 to April 30, relation Guest House Kutchh 2019 (2 Bungalows) 6. GuestHouse at Village Hitesh D. Joshi No Term from June 01, Ghadsisa

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Relation Sr. of owner Property Description Name of Owner Period Utilization No. with company Ghadsisa, Dist, Kutchh relation 2018 to April 30, GuestHouse 2019 (2 Bunglow) Office cum GuestHouse at Bhaveshbhai Mahuva Office Term from Village Mahuva, Dist Jadavbhai Kapadia No cum Guest 7. November 15, 2017 Bhavnagar and Lalitbhai relation House to October 15, 2018 Ranchhodbhai Valiya (2 Bunglows) Mahuva Office GuestHouse at Village Term from Ketanbhai Madhabhai No cum Guest 8. Mahuva, Dist Bhavnagar November 15, 2017 Kamaliya relation House to October 15, 2018 (3 Bunglows) Office cum GuestHouse at Term from January Talaja Office Village Borda, Dist Dhirubhai Bhanabhai No 9. 20, 2018 to cum Bhavnagar Chauhan relation December 19, 2018 Guesthouse

Surat Guesthouse, 6,Dhramraj Term from April 01, Society, Near Satyam No 10. Ila Dhiren Parikh 2018 to February Guest House ShivamApts, Rander Rd, relation 28, 2019 Surat Khalil Ahmed Abdul Term from July 15, Store situated at Village Karim Malik and No 11. 2018 to September Store Mahuva, Dist.Bhavnagar Rajeshbhai relation 30, 2018 Shashikantbhai Jamod Term from Aug 1, Guest House at Village Ramesh Shivji No Guest House 12. 2018 to June 30, Gadhsisa, Dist. Kutchh Ramani relation (New) 2019 Office situated at Shop No. 4, Firdous Tower, New Rander Term from Jan 1, Meman Ahemadbhai No 13. 2017 to Dec 31, Surat Office Road, Adajan Patia, I. relation 2019 Surat – 395 009. Term from June 11, Store situated at Village No 14. Arvind Karsan Patel 2018 to June 10, Store Gadhsisa, Dist. Kutchh relation 2019 * We do not have any formal understanding with our promoter – Mr. Farukbhai Patel for occupying this office premises.

Wind Site Land Inventory

Apart from the above, as part of our projects, we operate on waste land parcels allotted by the Government authorities for setting up Wind Farms on long term lease which we intern sub-lease to our clients once the site is developed.

As a committed industry player for a long term business, our company undertakesland bank and inventory purely for wind project development as a package. Our Promoters have always provided their expertise and exposure to fullest benefit of Company for its Development Business. Our business pipeline of 1231.5 MW is backed by sufficient land acquisition activities at Site through a dedicated liaison team and a time-tested exposure.

We also acquire private lands from farmers under State Policy for use in project as per the terms of development contract signed with the stake holders.

Further, as part of our wind mapping and other pre-site development activities, we install Met Masts at privately owned farms/waste landsfor wind mapping, site feasibility analysisetc for a period of about one to three years.

Intellectual Property

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We do not own the ‘KP Group’ trademark and logo which is owned by our group company – M/s. K P BuildconPvt. Ltd. (‘KBPL’). We do not have a formal agreement with KBPL, nor have we made nor are we required to make any payments to KBPL for the use of the ‘KP Group’ trademark.

The details of the registration of this trademark as explained below:

Sr. Trademark registered in the Date On Trademark Trademark No. Class No. name of Certificate

1. K P BuildconPvt. Ltd. 1783057 February 09 2009 37

Our proprietary data of wind masts at various potential sites are dealt with as part of the Development Contract.

Insurance

Our operations are subject to hazards inherent to construction industry, such as accidents at work sites. We are also subject to force majeure events such as fires, earthquakes, floods, acts of terrorism and explosions, including hazards that may cause injury and loss of life, severe damage to and the destruction of property, equipment and environment.Following are the insurance policies obtained by us:

Total Sum Premium Type of Validity Description of Property / Name of Insurance Insured (M In Policy Period Asset covered under the Company (M In lakhs) lakhs) Policy Magma HDI General Standard Fire December Met Mast 51.00 0.020 Insurance Company and special 26,2017 to 1.Bambhaniya Gogha, Ltd Perils December Bhavanagar. 25,2018 2. Shetarana, Bhavanagar.

Met Mast 1 Vigodi,Kutch 2. Ramaniya, Kutch 3. Rajpar, Kutch 4. Chundi, Kutch 5. Makada, Kutch Magma HDI General Standard Fire January 6. Bhopalka, Jamnagar Insurance Company and special 10,2018 to 7. Dhaturiya, Jamnagar Ltd Perils January 09, 8. Khijdad, Jamnagar 198.00 0.17 2019 9. Ranjitpar, Jamnagar 10. Nana-Pipalva, Mahuva 11. Simani,Porbandar HDFC ERGO Standard Fire July 06, 2018 Met Mast 101.00 0.090 and special to July 05, 1. Gadhani, Nakhatrana Perils 2019 ,Kutch 2. Valkanana, Nakhatrana, Kutch

3. Matthal, Nakhatrana,

Kutch 4. Muru, Nakhatrana ,Kutch 5. Kalyanpur, Devbhumi Dwarka

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Total Sum Premium Type of Validity Description of Property / Name of Insurance Insured (M In Policy Period Asset covered under the Company (M In lakhs) lakhs) Policy Future Generali Workmen’s June 14, 05Skilled Worker 50.00 1.09 Compensation 2018 to June 03 Semi Skilled Worker- Policy 13, 2019 Welding Work 03 Unskilled Worker 20 Skilled Worker 07 Semi Skilled Worker 30 Unskilled Worker 18 Commercial Traveler 15 Commercial Traveler 39 Commercial Traveler 10 Skilled Worker (above 9 Meter) Magma HDI General Standard Fire December Plant & machinery of Sub Insurance Company and special 26,2017 to Station Ltd Perils December 1 Ratdi, Porbandar 510.00 0.20 25,2018 2.Degam, Porbandar

Magma HDI General Standard Fire December Plant & machinery of Sub Insurance Company and special 26,2017 to Station Ltd Perils December 1 Vaghnagar, Bhavanagar 25,2018 2. Shevadivadar, Bhavanagar 510.00 0.20

National Insurance Standard Fire June 02, 2018 TURBINE NO. 36(MUV) Co. Ltd. and special to June 01, Plant and machinery incl. 2470.00 0.66 Perils & 2019 elec./non elec. Installation & Burglary civil foundation. Insurance The New India Standard Fire March 31, TURBINE NO. 37(KCD) Assurance Company and special 2018 to Plant and machinery incl. 2470.00 0.62 Limited Perils & March 30, ele/non ele. Installation & civil Burglary 2019 foundation. Insurance The New India Standard Fire March 31, TURBINE NO. 04(MTP) Assurance Company and special 2018 to Plant and machinery incl. 2470.00 0.62 Limited Perils & March 30, ele/non ele. Installation & civil Burglary 2019 foundation. Insurance HDFC ERGO Business May 01,2018 TURBINE NO. 45(KCD) General Insurance Suraksha to May 30, Material Damage (FIRE) & 2470.00 0.66 Company Ltd. Classik 2019 Burglary & housebreaking

Magma HDI General Standard Fire December 26, PLANT AND MACHINERY Insurance Company and special 2017 to Concrete pump, Concrete 134.50 0.072 Ltd Perils December 25, batching plant, Diesel 2018 Generator at Bhavnagar.

Magma HDI General Erection all October Erection All Risk at Mahuva, Insurance Company risks/ 01,2018 to Bhavanagar Site for one 1280.00 0.20 Ltd Storage cum December 31, WTG. erection 2018 insurance policy

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Total Sum Premium Type of Validity Description of Property / Name of Insurance Insured (M In Policy Period Asset covered under the Company (M In lakhs) lakhs) Policy Magma HDI General Erection all October Erection All Risk at Mahuva, Insurance Company risks/ 01,2018 to Bhavanagar Site for Ten 12800.00 1.22 Ltd Storage cum December 31, WTGs. erection 2018 insurance policy HDFC ERGO Portable August Portable Electronic Equipment General Insurance Electronic 07,2018 to 212.00 1.13 Company Ltd. Equipment August 06, Insurance 2018

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KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government of India and other regulatory bodies that are applicable to our Company being a part of the new and renewable energy industry. The information detailed in this chapter has been obtained from various legislations, including rules and regulations promulgated by the regulatory bodies that are available in the public domain. The regulations and policies set out below may not be exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional advice. Our Company may be required to obtain licenses and approvals depending upon the prevailing laws and regulations as applicable. For details of such approvals, please refer to the chapter on “Government and other Key Approvals”.

INDUSTRY-SPECIFIC REGULATIONS

Central Electricity Laws/Regulations/Policies

The Electricity Act, 2003 and the Energy Conservation Act, 2001 and rules and regulations made there under primarily govern the legislative framework of the electricity sector in India.

The Electricity Act, 2003 (“Electricity Act”)

The Electricity Act repealed the previous Indian legislation pertaining to electricity in India, namely the Indian Electricity Act, 1910, the Electricity (Supply) Act, 1948 and the Electricity Regulatory Commissions Act, 1998. The object of the Electricity Act is to consolidate the laws relating to inter-alia the generation, transmission, distribution, trading and use of electricity. The Electricity Act inter-alia provides for constitution of the Central Electricity Authority to exercise such functions and perform such duties as are assigned to it thereunder, including inter-alia advising the Central Government on matters relating to national electricity policy, formulating short term and perspective plans for development of the electricity system. It also provides for the constitution of the Central Electricity Regulatory Commission for exercising the powers and discharging the functions assigned to it thereunder, including inter-alia regulating tariffs of generating companies, granting of licenses, formulating the Grid Code as well as advising on formulation of the National Electricity Policy and Tariff Policy. It also inter-alia provides for constitution of the State Electricity Regulatory Commissions for formulating the State Grid Code, granting licenses to electricity traders/distributors, facilitate intra-state transmission and wheeling of electricity.

The National Electricity Policy, 2005

On February 12, 2005, the Ministry of Power notified the National Electricity Policy. The National Electricity Policy lays down guidelines for accelerated development of the power sector, providing supply of electricity to all areas and protecting interests of consumers and other stakeholders keeping in view availability of energy resources, technology available to exploit these resources, economics of generation using different resources, and energy security issues. The National Electricity Policy aims to address the following issues:

• Rural Electrification; • Generation; • Transmission; • Distribution; • Recovery of Cost of services and targeted subsidies; • Technology development and Research and Development; • Competition aimed at consumer benefits; • Financing power sector Programmes including private sector participation; • Energy conservation; • Environmental issues; • Training and Human Resource Development; • Cogeneration and Non-Conventional Energy Sources; and • Protection of consumer interests and Quality Standards.

The National Electricity Plan, 2012

The National Electricity Plan was prepared by the Central Electricity Authority (“CEA”) and may be used by prospective generating companies, transmission utilities and transmission/distribution licensees as reference document.

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The National Electricity Plan is a short-term framework of five years with a 15 (fifteen) year perspective to inter-alia identify areas/locations for capacity additions in generation and transmission of electricity keeping in view the economics of generation and transmission, losses in the system, load centre requirements, grid stability, security of supply, quality of power including voltage profile, etc.; integration of such possible locations with transmission system and development of national grid including type of transmission systems and different technologies available for efficient generation, transmission and distribution.

The National Tariff Policy, 2006 (“National Tariff Policy”)

The Electricity Act inter-alia empowers the Central Government to formulate the National Tariff Policy and also inter- alia requires that the Central Electricity Regulatory Commission and State Electricity Regulatory Commissions are guided by the tariff policy in discharging their functions. Accordingly, the Ministry of Power has formulated the National Tariff Policy which lays down the following objectives:

• Ensuring availability of electricity to consumers at reasonable and competitive rates; • Ensuring financial viability of the sector and attracting investments; • Promoting transparency, consistency and predictability in regulatory approaches across jurisdictions and minimizing perception of regulatory risks; • Promoting competition, efficiency in operations and improvement in quality of supply.

The National Tariff Policy has inter-alia laid emphasis on the importance of providing adequate return on investment in the power sector. Accordingly, the Central Electricity Regulatory Commission (“CERC”) in consultation with the Central Electricity Authority would be required to formulate operating norms for generation and transmission and tariff structures on the basis of the aforesaid objectives embodied in the National Tariff Policy. The State Electricity Regulatory Commissions are further required to adopt such norms formulated by the CERC in consultation with the CEA. The National Tariff Policy also mandates that in terms of the Electricity Act, the Appropriate Commission shall specify the minimum percentage for purchase of energy produced from non-conventional energy sources.

Strategic Plan for New and Renewable Energy Sector for the Period 2011-17 (“Strategic Plan”)

The Ministry of New and Renewable Energy (“MNRE”) has prepared this Strategic Plan for the period 2011-17 (covering the last year of the 11th plan and the next 5 years period of the 12th plan) and perspective till 2022, which seeks to articulate the goals of the Ministry, the strategy to be adopted by it during this period to achieve these goals and the corresponding action plan. MNRE’s Strategic Plan inter-alia sets out as its key components:

• Vision, Mission and Objectives to be achieved by the end of the year 2022 • Strategy for promoting the sector and achieving desired outcomes • Implementation plan outlining the timelines, resources required and tools for tracking and measuring success.

The vision of MNRE is to upscale and mainstream the use of new and renewable energy sources in furtherance of the national aim of energy security and energy independence, with attendant positive impact on local, national and global environment. One of the key objectives of the MNRE is promotion of grid-interactive renewable power generation projects.

The Strategic Plan has also inter-alia provided a sector specific implementation plan. For the purposes of the Wind Power sector, the implementation plan includes inter-alia the following activities, which are on going:

• Wind Resource Assessment: Updating/ expansion of existing data base and off-shore resource assessment. • Regular interaction with all stakeholders to periodically address policy, regulatory, evacuation transmission matters for wind power. • Regular interaction with States to periodically address land acquisition, E&F clearance and State policy issues.

In terms of the Strategic Plan, the MNRE is to continue to work closely with Central and State Regulatory Agencies to promote facilitative framework for promotion of renewable energy technologies which includes a wide array of issues.

The 12th Five Year Plan

The Planning Commission has promulgated the 12th Five Year Plan which provides for new approach in framing policies and granting incentives for the wind power industry. The 12th Five Year Plan recognizes setting up of a National Wind Energy Mission as a focus area and aims at increased investment in the development of turbines

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suitable to India‘s wind speed regime, changes in the land tenure that would allow mixed use for both agriculture and wind generation and use of the National Clean Energy Fund for development of the local grids.

Guidelines for Wind Power Projects (“Wind Power Guidelines”)

To ensure quality of wind farm projects and equipment, MNRE introduced the “Guidelines for Wind Power Projects”. The Wind Power Guidelines were issued for the benefit of inter-alia the erstwhile State Electricity Boards, State Nodal Agencies, manufacturers, and developers of the wind farms and end-users of energy to ensure proper and orderly growth of the wind power sector. These Wind Power Guidelines have been reviewed and amended from time to time. The Wind Power Guidelines, inter-alia, provides for proper planning, selection of quality equipment and implementation, performance and monitoring of wind power projects. The erstwhile State Electricity Boards and State Nodal Agencies are responsible for clearance of wind power projects and issue of No Objection Certificates subject to certain conditions laid down in these Wind Power Guidelines which inter-alia includes type approval and quality system certification of wind turbines and other equipment used. The Wind Power Guidelines were amended to inter- alia allow manufacturers of wind turbines to provide self‐certification of the quality and performance of their equipment. In the event that their machines are found not to perform as per the performance certified by them, such manufacturers would be penalized. This facility of self‐certification was amended to inter-alia extend it to the machines which are already under testing or certification by the erstwhile Centre for Wind Energy Technology (“C‐WET”) and any other machines that may be offered and are taken up for testing and certification for the period stated therein. Under these Wind Power Guidelines, the erstwhile C‐WET formulated a Type Approval Provisional Scheme – 2000 (“TAPS‐2000”) which covers testing/certification of wind turbines. This TAPS-2000 scheme has further been reviewed and amended from time to time.

The Legal Metrology Act, 2009 (“Legal Metrology Act”)

The Legal Metrology Act replaces the Standards of Weights and Measures Act, 1976 and the Standards of Weights and Measures (Enforcement) Act, 1985. The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto. The Legal Metrology Act inter-alia requires any person who manufactures, repairs or sells, or offers, exposes or possesses for repair or sale, any weight or measure, to obtain a license issued by the Controller of Legal Metrology. It has been clarified that no license to repair is required by a manufacturer for repair of his own weight or measure in a State other than the State of manufacture of the same. The Legal Metrology Act inter-alia provides that any person who is required to obtain a license under the Legal Metrology Act or the rules made thereunder, repairs or sells, or offers, exposes or possesses for repair or sale, any weight or measure, without being in possession of a valid license, will be punished in the first instance with fine and for a subsequent offence, with imprisonment and/or fine.

The Micro, Small and Medium Enterprises Development Act, 2006 and Industries (Development And Regulation) Act, 1951 (“MSMED Act”)

The MSMED Act inter-alia seeks to provide for facilitating the promotion and development and enhancing the competitiveness of micro, small and medium enterprises. The MSMED Act inter-alia empowers the Central Government to classify by notification, any class of enterprises including inter-alia, a company, a partnership, firm or undertaking by whatever name called, engaged in the manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries (Development and Regulation) Act, 1951 as: (i) a micro enterprise, where the investment in plant and machinery does not exceed N 25,00,000/- (Rupees Twenty Five Lakhs Only); (ii) a small enterprise, where the investment in plant and machinery is more than N 25,00,000/- (Rupees Twenty Five Lakh Only) but does not exceed N 5,00,00,000/- (Rupees Five Crores Only); or (iii) a medium enterprise, where the investment in plant and machinery is more than N 5,00,00,000/- (Rupees Five Crores Only) but does not exceed N 10,00,00,000/- (Rupees Ten Crores Only). In case of enterprises engaged in providing or rendering of services, the enterprise may be classified as: (i) a micro enterprise, where the investment in equipment does not exceed N 10,00,000/- (Rupees Ten Lakhs Only); (ii) a small enterprise, where the investment in equipment is more than N 10,00,000/- (Rupees Ten Lakhs Only) but does not exceed N 2,00,00,000/- (Rupees Two Crores Only); or (iii) a medium enterprise, where the investment in equipment is more than N 2,00,00,000/- (Rupees Two Crores Only) but does not exceed N 5,00,00,000/- (Rupees Five Crores Only). The MSMED Act also inter-alia stipulates that any person who intends to establish, a micro or small enterprise or a medium enterprise engaged in rendering of services, may at his discretion and a medium enterprise engaged in the manufacture or production of goods as specified hereinabove, file a memorandum of micro, small or medium enterprise, as the case may be, with the prescribed authority.

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Authorities and Organizations

Ministry of Power

The Ministry of Power governs the electricity sector in India and is responsible for perspective planning, policy formulation, processing of projects for investment decisions, monitoring of the implementation of power projects, training and manpower development and the administration and enactment of legislation in regard to thermal, hydro power generation, transmission and distribution. The Ministry of Power is also responsible for the administration of the Electricity Act, 2003, the Energy Conservation Act, 2001 and the rules and regulations made there under.

Ministry of New and Renewable Energy

MNRE is the nodal ministry for all matters relating to renewable energy. MNRE was established in 1992 as Ministry of Non-Conventional Energy. In the year 2006, it was renamed as MNRE. The MNRE aims to develop new and renewable energy technologies, processes, materials, components, sub-systems, products and services pertaining to renewable energy in India thereby assisting in meeting the demand for power in India. The MNRE has announced various schemes for generation of power from renewable energy sources. It has further established specialist financial and technical institutions to complement its role in development of the wind energy sector in India. The Wind Power Division of MNRE has been dedicated by MNRE to facilitate wind power projects in India. The MNRE also aims to become a net foreign exchange earner in the renewable energy sector.

National Institute of Wind Energy (“NIWE”)

National Institute of Wind Energy previously known as Centre for Wind Energy Technology (“C-WET”) was established in the year 1998, as an autonomous research and development institution by the MNRE and is dedicated solely to wind energy technology. It is a knowledge-based institution of high quality and dedication, offers services and seeks to find complete solutions for difficulties and improvements in the wind energy sector by carrying out research. For this purpose, the NIWE has a research and development unit, wind resource assessment testing unit and standard certifications unit. It also offers consultancy services to users in the wind energy sector. Renewable energy generated product manufacturers are required to be registered with NIWE as an approved manufacturer of wind turbine generators. Manufacturers of wind turbines are required to obtain type approval/type certification from NIWE.

Indian Renewable Energy Development Agency Limited (“IREDA”)

IREDA is a public limited government company established in 1987 for the purpose of lending financial support to specific projects and schemes for generating electricity through new and renewable sources of energy and towards energy efficiency and conservation projects. The MNRE has issued operational guidelines for implementation of Extension Scheme for Generation Based Incentive for grid Connected Wind Power Projects (“the Extension Scheme”) on September 4, 2013 by the IREDA which aim to facilitate entry of Independent Power Producers and Foreign Direct Investment in the wind power sector. The Extension Scheme inter-alia provides that a Generation Based Incentive will be provided to wind electricity producers @ N 0.50 per unit of electricity fed into the grid for a period of not less that 4 (four) years and a maximum period of 10 (ten) years with a cap of N 100,00,000.00 (Rupees One Hundred Lakhs only) per MW and will be available for wind turbines commissioned after April 1, 2012 subject to the other conditions specified there under.

Gujarat Urja Vikas Nigam Ltd. (“GUVNL”)

The Gujarat Electricity Industry (Reorganisation & Regulation) Act, 2003, was passed by the Government of Gujarat to restructure the electricity industry with an aim to improve efficiency in management and delivery of services to consumers. Under the provisions of the Electricity Act, 2003 and the Gujarat Electricity Industry (Reorganisation & Regulation) Act, 2003, the Government of Gujarat framed the Gujarat Electricity Industry Re-organization & Comprehensive Transfer Scheme, 2003, to facilitate transfer of assets/liabilities etc. of the erstwhile Gujarat Electricity Board to the successor entities. Assets of the erstwhile Gujarat Electricity Board were dis-aggregated into six companies – one company each engaged in generation and transmission of electricity and four in distribution of electricity. GUVNL was mainly incorporated to take over the assets, liabilities & personnel of the erstwhile Gujarat Electricity Board and to carry out the residual functions of the erstwhile Gujarat Electricity Board. GUVNL is inter- alia engaged in the business of bulk purchase and sale of electricity, supervision, co-ordination and facilitation of the activities of its six subsidiary companies. Gujarat Energy Transmission Corporation Limited (“GETCO”) was set up in May 1999 and was promoted by erstwhile Gujarat Electricity Board as its wholly owned subsidiary. Presently, GETCO is a wholly owned subsidiary of GUVNL and is inter-alia engaged in the activity of transmission of electricity.

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Gujarat Energy Development Agency (“GEDA”)

The Gujarat Energy Development Agency is one of the premier organizations in India working in the field of renewable energy development and energy conservation. GEDA shoulders the responsibility of a state nodal agency for the Ministry of New and Renewable Energy Sources and the state designated agency for Bureau of Energy Efficiency. GEDA has played a pioneering role in the development of a long-term renewable policy and implementation of sustainable energy programmes across the State of Gujarat. GEDA inter-alia aims at making renewable energy and energy efficient technologies economically and commercially viable.

Gujarat Electricity Regulatory Commission (“GERC”)

The Gujarat Electricity Regulatory Commission has the mandate to regulate the Electricity Sector in the State of Gujarat in a transparent, effective and efficient manner so as to safeguard the interests of consumers. GERC has been taking effective steps in promoting renewable sources of energy. The GERC has as its functions various activities, inter-alia including to the promote generation of electricity from renewable sources of energy by providing suitable measures for connectivity with the grid and sale of electricity to any person, determine the tariff for generation, supply, transmission and wheeling of electricity and issue licenses to persons seeking to act as transmission licensees, distribution licensees and electricity traders with respect to their operations within the State of Gujarat.

State Electricity Laws/Regulations/Policies

In the State of Gujarat, the regulatory authority responsible for the development and promotion of renewable energy is Gujarat Energy and Development Agency (“GEDA”). The Government of Gujarat and GEDA play an active role in development of renewable energy by implementing various guidelines issued by MNRE.

Wind Power Policy, 2013 (“Gujarat Wind Power Policy”)

The Gujarat Wind Power Policy came into effect from July 25, 2013 and shall be operative until March 31, 2016. The Gujarat Wind Power Policy inter-alia provides that inter-alia, a company shall be eligible for setting up Wind Turbine Generators (“WTGs”) either for captive use and/or for sale of electricity, in terms of the Electricity Act, 2003 as amended from time to time. It has been clarified that the use of electricity for own consumption at his end use location/s by the owner of WTGs shall be considered as captive use. Further, the Gujarat Wind Power Policy stipulates that the WTGs may be set up at sites notified by Gujarat Energy Development Agency and/or any other sites identified as potential site, within the State by the Nodal Agency or Developer/s. The WTGs may be set up on private land, or revenue wasteland allotted by the State Government/GEDA land, if available. The allotment of GEDA land on lease shall be done upon approval of a Coordination Committee as constituted under the Gujarat Wind Power Policy. With respect to sale of electricity the Gujarat Wind Power Policy provides for both, sale to distribution utilities, being GUVNL and/or any distribution licensee as well as to third parties. Moreover, the Gujarat Wind Power Policy inter- alia provides that each distribution licensee shall purchase electricity generated from all renewable energy sources including wind, as per orders of the Gujarat Electricity Regulatory Commission (“GERC”). WTGs installed and commissioned during the operative period shall be eligible for the incentive under this policy for a period of twenty five years from the date of commissioning or of the life span of the wind turbine generators, whichever is earlier. Under the Gujarat Wind Power Policy the electricity generated from the wind turbine generators shall be exempted from payment of electricity duty in accordance with Gujarat Electricity Duty Act, 1958 as amended from time to time. Wheeling of wind energy for third party sale and captive use shall be exempted from cross subsidy charge. Further, in terms of the Gujarat Wind Power Policy, the evacuation facility from the windfarm sub-station to the Gujarat Energy Transmission Corporation Limited (“GETCO”) sub-station within the range of 100km shall be erected by the developer at their own cost and beyond this limit, GETCO shall erect the evacuation facilities.

Instructions/Guidelines/Terms and Conditions for setting up of Wind farm under Developer Approach (“Wind farm Guidelines”)

The Wind farm Guidelines stipulate instructions/guidelines/terms and conditions for a developer to make a non- transferable application to GEDA to obtain permission for setting up of a wind farm project in the State of Gujarat from GEDA. The said permission for setting up of a wind farm is to be governed by the provisions of the Wind Power Generation Policy-2007 declared by the Government of Gujarat, its subsequent amendments, GERC orders and the guidelines and terms and conditions mentioned in the Wind farm Guidelines. This permission granted to a developer is valid for a period of twenty four months or upto the period that the Wind Power Policy is in force - whichever is earlier. Thereafter, an extension of the time period for setting up of the wind farm beyond the validity period needs to be

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requested for. In terms of the Wind farm Guidelines, the developer is inter-alia required to obtain an approval from the Gujarat Energy Transmission Corporation Limited for construction of the wind farm substation and the transmission line between the wind farm and GETCO substation as well as the quantum of power allowed for transmission. Further, the developer is inter-alia required to provide a metering arrangement at the Wind Turbine Generators and the sending end of the wind farm. It is also inter-alia stipulated that type test approval is to be obtained for all WTGs proposed to be installed from the NIWE formerly known as Centre for Wind Energy Technology or its recognized test centers. The Wind farm Guidelines also inter-alia stipulated that such wind farm may be transferred by the developer to its clients on request of the developer and application from the client, subsequent to which permission for transfer of capacity will be received from GEDA. A similar request for commissioning of the WTGs needs to be made by the wind farm owner who is also required to comply with certain other stipulations specified therein, subsequent to which GEDA will issue a commissioning certificate.

Gujarat Electricity Industry (Reorganisation and Regulation) Act, 2003 (“GEI Act”)

The GEI Act seeks to provide for reorganisation and rationalisation of electricity industry in the State of Gujarat and for establishing an Electricity Regulatory Commission in the State for regulating the electricity industry and for matters connected therewith or incidental thereto. The GEI Act inter-alia provides for the establishment of the Gujarat Electricity Regulatory Commission (“GERC”). The GERC is to perform functions as stipulated in the GEI Act, inter- alia including (a) the regulation of purchase, transmission, distribution, supply and utilisation of electricity, the quality of service and the tariff and charges payable for the transmission, distribution or supply of electricity; (b) the issue of licenses in the manner provided; (c) formulation of standards, codes and practices for operation of the State Grid and the power system; and (d) promotion of efficient utilisation and conservation of electricity, reduction of wastes and losses in the use of electricity.

LABOUR LAWS

Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”)

Under the EPF Act, compulsory provident fund, family pension fund and deposit linked insurance are payable to employees in factories and other establishments. The legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee’s provident fund. The employer of such establishment is required to make a monthly contribution to the provident fund equivalent to the amount of the employee’s contribution to the provident fund. There is also a requirement to maintain prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties for avoiding payments required to be made under the abovementioned schemes.

Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 provides for payment of gratuity to employees employed in factories, shops and other establishments who have put in a continuous service of 5 (five) years, in the event of their superannuation, retirement, resignation, death or disablement due to accidents or diseases. The rule of ‘five year continuous service’ is however relaxed in case of death or disablement of an employee. Gratuity is calculated at the rate of 15 (fifteen) days’ wages for every completed year of service with the employer. Presently, an employer is obliged for a maximum gratuity payout of N10,00,000/- (Rupees Ten Lakhs Only) for an employee.

Payment of Gratuity (Gujarat) Rules, 1973

Every employee who has rendered continuous service for not less than 5 (five) years shall be entitled to gratuity on his superannuation or on his retirement or resignation or on his death or disablement application can be mute in Form-I. In case of seasonal establishments, gratuity shall be payable at the rate of 7 (seven) days wages for each season. The maximum gratuity payable under this Act is N 3,50,000/- (Rupees Three Lakhs Fifty Thousand Only).

The Minimum Wages Act, 1948 (“MW Act”)

The MW Act was enacted to establish minimum wages for certain categories of employees. Under this Act, the Central and the State Governments stipulate the scheduled industries and establishments and fix minimum wages.

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Gujarat Minimum Wages Rules, 1961 (“GMW Rules”)

The minimum wages are fixed in Gujarat on the advice of the State level minimum wage advisory committee. This advisory committee consists of the members of both employers and employees and also other experts. The GMW Rules inter-alia provides that every employer shall pay the minimum wages for the scheduled employment under the Minimum Wages Act, 1948. There is also a provision to fix hours of work overtime and wages for overtime. The claim for non-payment of minimum wages shall be filed before the concerned area Labour Court. Penalties are provided in the Act for violations of provision of Act read with the Rules.

Payment of Bonus Act, 1965

Pursuant to the Payment of Bonus Act, 1965, as amended, an employee in a factory and every other establishment where 20 (twenty) or more persons are employed on any day during an accounting year, who has worked for at least 30 (thirty) working days in a year, is eligible to be paid a bonus. Contravention of the provisions of the Payment of Bonus Act, 1965 by a company is punishable with imprisonment upto 6 (six) months or a fine up to N 1,000/- (Rupees One Thousand Only) or both.

The Maternity Benefit Act, 1961

The purpose of the Maternity Benefit Act, 1961 is to regulate the employment of pregnant women in certain establishments for certain periods and to ensure that they get paid leave for a specified period before and after childbirth, or miscarriage or medical termination of pregnancy. It inter-alia provides for payment of maternity benefits, medical bonus and prohibits the dismissal of and reduction of wages paid to pregnant women.

The Payment of Wages Act, 1936 (“PW Act”)

The PW Act is applicable to the payment of wages to persons in factories and other establishments. The PW Act ensures that wages that are payable to the employee are disbursed by the employer within the prescribed time limit and no deductions other than those prescribed by the law are made by the employer.

The Gujarat Payment of Wages Rules, 1963

The Gujarat Payment of Wages Rules, 1963 provides for instructions and directions of payment and wages to the workmen and employers. The employer is bound to maintain the register with the details of name of the employee, his wages, D.A. etc. If there is any breach of contract, the employer is not supposed to deduct the wages without any proper reason and serving a notice to the concerned employee. Any officer can visit the factory or any industrial unit for inspection as per the Act and ask for the register and other documents which are to be maintained by the employer.

Equal Remuneration Act, 1976

Equal Remuneration Act, 1976 provides for payment of equal remuneration to men and women workers and for prevention discrimination, on the ground of sex, against female employees in the matters of employment and for matters connected therewith.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWW Act”)

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for the protection of women at work place and prevention of sexual harassment at work place. The SHWW Act also provides for a redressal mechanism to manage complaints in this regard. Sexual harassment includes one or more of the following acts or behaviour namely, physical contact and advances or a demand or request for sexual favours or making sexually coloured remarks, showing pornography or any other unwelcome physical, verbal or non-verbal conduct of sexual nature. The SHWW Act makes it mandatory for every employer of a workplace to constitute an Internal Complaints Committee which shall always be presided upon by a woman. It also provides for the manner and time period within which a complaint shall be made to the Internal Complaints Committee i.e. a written complaint is to be made within a period of 3 (three) months from the date of the last incident. If the establishment has less than 10 (ten) employees, then the complaints from employees of such establishments as also complaints made against the employer himself shall be received by the Local Complaints Committee. The penalty for non-compliance with any provision of the SHWW Act shall be punishable with a fine extending to N 50,000/- (Rupees Fifty Thousand Only).

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Industrial Disputes Act, 1947 (“ID Act”) and Industrial Dispute (Central) Rules, 1957

The ID Act and the Rules made thereunder provide for the investigation and settlement of industrial disputes. The ID Act was enacted to make provision for investigation and settlement of industrial disputes and for other purposes specified therein. Workmen under the ID Act have been provided with several benefits and are protected under various labour legislations, whilst those persons who have been classified as managerial employees and earning salary beyond a prescribed amount may not generally be afforded statutory benefits or protection, except in certain cases. Employees may also be subject to the terms of their employment contracts with their employer, which contracts are regulated by the provisions of the Indian Contract Act, 1872. The ID Act also sets out certain requirements in relation to the termination of the services of the workman. The ID Act includes detailed procedure prescribed for resolution of disputes with labour, removal and certain financial obligations up on retrenchment. The Industrial Dispute (Central) Rules, 1957 specify procedural guidelines for lock-outs, closures, lay-offs and retrenchment.

Industrial Disputes (Gujarat) Rules, 1966

The Rules provide for investigation and settlement of industrial disputes through Conciliation, Board of Conciliation, Labour Courts, Industrial Tribunals, National Industrial Tribunals, Arbitrators, etc. The Rules cover all aspects of strikes & lockouts, unfair labour practices on the part of employers and employees.

Contract Labour (Regulation and Abolition) Act, 1970(“CLRA”)

CLRA is an Act to regulate the employment of contract labour in certain establishments and to provide for its abolition in certain circumstances. The CLRA applies to every establishment in which 20 (twenty) or more workmen are employed or were employed on any day of the preceding 12 (twelve) months as contract labour. It also applies to every contractor who employs or who employed on any day of the preceding 12 (twelve) months, 20 (twenty) or more workmen provided that the appropriate Government may after giving not less than 2 (two) months' notice, by notification in the Official Gazette, apply the provisions of the CLRA to any establishment or contractor. Further, it contains provisions regarding Central and State Advisory Board under the CLRA, registration of establishments, and prohibition of employment of contract labour in any process, operation or other work in any establishment by the notification from the State Board, licensing of contractors and welfare and health of the contract labour. Contract Labour (Regulation and Abolition) Central Rules, 1971 are formulated to carry out the purpose of the CLRA. The Contract Labour (Regulation and Abolition)(Gujarat) Rules, 1972 are applicable to our Company.

ENVIRONMENT RELATED LAWS

Environment Protection Act, 1986 and Environment (Protection) Rules, 1986

The Environmental Protection Act, 1986 is an "umbrella" legislation designed to provide a framework for co-ordination of the activities of various Central and State authorities established under various laws. The potential scope of the Act is broad, with "environment" defined to include water, air and land and the interrelationships which exist among water, air and land, and human beings and other living creatures, plants, micro-organisms and property. Further, The Ministry of Environment and Forests looks into Environment Impact Assessment. The Ministry receives proposals for expansion, modernization and setting up of projects and the impact which such projects would have on the environment is assessed by the Ministry before granting clearances for the proposed projects.

Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981

Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981 are the other major statutes in India which seek to regulate and protect the environment against pollution and related activities in India. The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards which are vested with diverse powers to deal with water and air pollution, have been set up in each State. In terms of the Water (Prevention and Control of Pollution) Act, 1974, any entity is inter-alia prohibited from knowingly causing or permitting the discharge of poisonous, noxious or polluting matter prescribed and also from establishing any industry, operation or process which is likely to discharge sewage trade effluents. In terms of the Air (Prevention and Control of Pollution) Act, 1981, save and except with the consent of a State Pollution Control board, an entity is prohibited, from operating any industrial plant for the purpose of any industry specified thereunder in an air pollution control area. Further, an entity operating any industrial plant in an air pollution control area is prohibited from discharging or causing or permitting to be discharged the emission of any air pollutant in excess of the standards prescribed.

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Coastal Regulation Zone Notification, 2011 (“CRZ Notification”)

The Ministry of Environment and Forests notified the CRZ Notification January 06, 2011. In exercise of the powers conferred by sub-section (1) and sub-section (2)(v) of section 3 of the Environment (Protection) Act, 1986, the Central Government, with a view to inter-alia ensure livelihood security of local communities, living in the coastal areas, to conserve and protect coastal stretches, to promote development through sustainable manner declared the coastal stretches of the country and the water area upto its territorial water limit, as Coastal Regulation Zones (“CRZs”). Setting up of new industries and expansion of existing industries is prohibited in the CRZs except facilities for generating power by non-conventional energy sources based on an impact assessment study including social impacts. These activities are however, prohibited in CRZ-I(i). The CRZ Notification further enumerates activities that require the Ministry of Environment and Forests’ approval and includes inter-alia laying of transmission lines and facilities for generating power by non-conventional energy resources and weather radars. The CRZ Notification also provides development or construction activities in different categories of CRZ are to be regulated by the concerned Coastal Zone Management Authority in accordance with the norms laid down in the CRZ Notification.

TAX RELATED LEGISLATIONS

Income-tax Act, 1961 (“IT Act”)

The IT Act is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of the IT Act or Rules made thereunder depending upon its “Residential Status” and “Type of Income” involved. The IT Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like. Every such company is also required to file its returns by September 30 of each assessment year.

Central Goods and Services Act, 2017

The Central Goods and Services Act, 2017 (“CGST Act”) regulates the levy and collection of tax on the intra- State supply of goods and services by the Central Government or State Governments. The CGST Act amalgamates a large number of Central and State taxes into a single tax. The CGST Act mandates every supplier providing the goods or services to be registered within the State or Union Territory it falls under, within 30 days from the day on which he becomes liable for such registration. Such registrations can be amended, as well as cancelled by the proper office on receipt of application by the registered person or his legal heirs. There would be four tax rates namely 5%, 12%, 18% and 28%. The rates of GST applied are subject to variations based on the goods or services.

Professional Tax

The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The State Government of each State is empowered with the responsibility of structuring as well as formulating the respective professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the incomes of individuals, profits of business or gains in vocations. The professional tax is charged as per the List II of the Constitution. The professional taxes are classified under various tax slabs in India. The tax payable under the State Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such person before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing authority in the prescribed manner. Every person liable to pay tax under these Acts (other than a person earning salary or wages, in respect of whom the tax is payable by the employer), shall obtain a certificate of enrollment from the assessing authority.

For details of our Company’s material registrations under the applicable the tax legislations, kindly refer to the Chapter titled “Government and Other Key Approvals” beginning on page no. 220 of this Information Memorandum.

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OTHER LAWS

Gujarat Shops and Establishments Act, 1948

Our Company has its registered office at: A-1/2, Firdous Tower, New Rander Road, Adajan Patia, Surat – 395 009. Accordingly, the provisions of the Gujarat Shops and Establishments Act, 1948 are applicable to our Company. These provisions regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter-alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures, and wages for overtime work.

Transfer of Property Act, 1882 (“TP Act”)

The transfer of property, including immovable property, between living persons, as opposed to the transfer property by operation of law, is governed by the TP Act. The TP Act establishes the general principles relating to the transfer of property, including among other things, identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Transfer of property is subject to stamping and registration under the specific statutes enacted for the purposes which have been dealt with hereinafter.

The TP Act recognizes, among others, the following forms in which an interest in an immovable property may be transferred: Sale: The transfer of ownership in property for a price, paid or promised to be paid. Mortgage: The transfer of an interest in property for the purpose of securing the payment of a loan, existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. The TP Act recognises several forms of mortgages over a property. Charges: Transactions including the creation of security over property for payment of money to another which are not classifiable as a mortgage. Charges can be created either by operation of law, e.g. decree of the court attaching to specified immovable property, or by an act of the parties. Leases: The transfer of a right to enjoy property for consideration paid or rendered periodically or on specified occasions.

Further, it may be noted that with regards to the transfer of any interest in a property, the transferor transfers such interest, including any incidents, in the property which he is capable of passing and under the law, he cannot transfer a better title than he himself possesses.

The Registration Act, 1908 (“Registration Act”)

The Registration Act was passed to consolidate the enactments relating to the registration of documents. The main purpose for which the Registration Act was designed was to ensure information about all deals concerning land so that correct land records could be maintained. The Registration Act is used for proper recording of transactions relating to other immovable property also. The Registration Act provides for registration of other documents also, which can give these documents more authenticity. Registering authorities have been provided in all the districts for this purpose.

The Indian Stamp Act, 1899 (“Stamp Act”)

Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the list, is governed by the provisions of the Stamp Act which is enacted by the Central Government. All others instruments are required to be stamped, as per the rates prescribed by the respective State Governments. Stamp duty is required to be paid on all the documents that are registered and as stated above the percentage of stamp duty payable varies from one State to another. Certain State in India have enacted their own legislation in relation to stamp duty while the other State have adopted and amended the Stamp Act, as per the rates applicable in the State. On such instruments stamp duty is payable at the rates specified in Schedule I of the Stamp Act. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or not stamped at all. Unstamped and deficiently stamped instruments can be impounded by the authority and validated by payment of penalty. The amount of penalty payable on such instruments may vary from State to State.

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Gujarat Stamp Act, 1958 (“Gujarat Stamp Act”)

The Gujarat Stamp Act prescribes the different rates of duties on the instruments falling within the various descriptions set-out in Schedule I of the Gujarat Stamp Act. Such instruments are chargeable with the highest of the duty prescribed. In addition, the Gujarat Stamp Act also prescribes methodology for adjudication, refund of duties, grievance processes and prosecutions. The Collector is normally vested with the power of adjudication. If a document is not stamped or adequately stamped, it is likely to be impounded.

The Indian Contract Act, 1872 (“Contract Act”)

The Contract Act codifies the way in which a contract may be entered into, executed, implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses. The Contract Act consists of limiting factors subject to which contract may be entered into, executed and the breach enforced. It provides a framework of rules and regulations that govern formation and performance of contract. The contracting parties themselves decide the rights and duties of parties and terms of agreement.

The Specific Relief Act, 1963 (“Specific Relief Act”)

The Specific Relief Act is complimentary to the provisions of the Contract Act and the TP Act, as the Specific Relief Act applies both to movable property and immovable property. The Specific Relief Act applies in cases where the Court can order specific performance of a contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not for the mere purpose of enforcing a civil law. ‘Specific performance’ means Court will order the party to perform his part of agreement, instead of imposing on him any monetary liability to pay damages to other party.

Competition Act, 2002 (“Competition Act”)

The Competition Act aims to prevent anti-competitive practices that cause or are likely to cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates anti-competitive agreements, abuse of dominant position and combinations. The Competition Commission of India (“Competition Commission”) which became operational from May 20, 2009 has been established under the Competition Act to deal with inquiries relating to anti-competitive agreements and abuse of dominant position and regulate combinations. The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti-competitive agreement, abuse of dominant position or a combination, which even though entered into, arising or taking place outside India or signed between one or more non-Indian parties, but causes an appreciable adverse effect in the relevant market in India.

The Companies Act, 1956

The Companies Act, 1956 deals with laws relating to companies and certain other associations. It was enacted by the parliament in 1956. The Act primarily regulates the formation, financing, functioning and winding up of companies. The Companies Act, 1956 prescribes regulatory mechanism regarding all relevant aspects, including organizational, financial and managerial aspects of companies. It deals with issue, allotment and transfer of securities and various aspects relating to company management. It provides for standard of disclosure in public issues of capital, particularly in the fields of company management and projects, information about other listed companies under the same management, and management perception of risk factors. In the functioning of the corporate sector, although freedom of companies is important, protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act, 1956 plays the balancing role between these two competing factors, namely, management autonomy and investor protection.

The Companies Act, 2013

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner. The Ministry of Corporate Affairs has vide its notification dated September 12, 2013 has notified 98 Sections of the Companies Act, 2013 and the same are applicable from the date of the aforesaid notification. A further 183 Sections have been notified on March 26, 2014 and have become applicable from April 1, 2014. The Companies (Amendment) Act, 2015 has inter-alia amended various Sections of the Companies Act, 2013 to take effect from May 29, 2015. Further, vide the Companies (Amendment) Act, 2015, Section 11 of the Companies Act, 2013 has been omitted and Section 76A has been inserted in the Companies Act, 2013. The Ministry of Corporate Affairs, has also issued rules

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complementary to the Companies Act, 2013 establishing the procedure to be followed by companies in order to comply with the substantive provisions of the Companies Act, 2013.

The Trademarks Act, 1999 (“Trademarks Act”)

Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral, shape of goods, packaging or combination of colours or any combination thereof. Section 18 of the Trademarks Act requires that any person claiming to be the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to the registrar of trademarks. The trademark, once applied for and which is accepted by the Registrar of Trademarks (“the Registrar”), is to be advertised in the trademarks journal by the Registrar. Oppositions, if any, are invited and, after satisfactory adjudications of the same, a certificate of registration is issued by the Registrar. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is 10 (ten) years, which may be renewed for similar periods on payment of a prescribed renewal fee.

The Copyright Act, 1957 ("Copyright Act")

The Copyright Act grants protection to the authors of literary, artistic, dramatic, musical, photographic, cinematographic or sound recording works from unauthorized uses. Various rights including ownership and economic rights are conferred on the author. These include the right to reproduce the work in any form, issue copies to the public, perform it, and offer for sale and hire. The penalty for general infringement of copyright is imprisonment of maximum 3 (three) years and a fine of up to N 2,00,000/- (Rupees Two Lakhs Only).

REGULATIONS REGARDING FOREIGN INVESTMENT

The Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed there under

Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications there under, as issued by the RBI from time to time, and the policy prescribed by the Department of Industrial Policy and Promotion. The Department of Industrial Policy and Promotion (“DIPP”), Ministry of Commerce and Industry has issued ‘Consolidated FDI’ (“FDI Policy”) which consolidates the policy framework on Foreign Direct Investment (“FDI”), with effect from August 28, 2017.

Vide an office memorandum dated June 5, 2017 (“Office Memorandum”), issued by Ministry of Finance, Department of Economic Affairs the Government of India has abolished Foreign Investment Promotion Board (“FIPB”).

The RBI, in exercise of its power under the FEMA, has on November 7, 2017 notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. As laid down by the FEMA Regulations, no prior consents and approvals is required from the RBI, for Foreign Direct Investment (“FDI”) under the "automatic route" within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the RBI. Foreign investment up to 100% is permitted in the Company under the automatic route.

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HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated as K.P. Energy Pvt. Ltd. on January 08, 2010 under the Companies Act, 1956, with the Registrar of Companies, Gujarat, Dadar and Nagar Havelli, bearing Registration Number 059169. The status of our Company was changed to public limited company and the name of our Company was changed to K.P. Energy Limited by a special resolution passed on April 10, 2015. A fresh Certificate of Incorporation consequent to the change of name was granted to our Company on May 11, 2015, by the Registrar of Companies, Ahmedabad, Gujarat. Our Company’s Registered Office is situated at A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat - 395009, Gujarat, India.

K.P. Energy Ltd provides complete solutions from concept till completion of the project life-cycle of a Wind Project. Activities covered are Siting of Wind-farms, Lands & Permits acquisition, EPCC (Engineering, Procurement, Construction & Commissioning) of Wind Project Infrastructure including power transmission and Operations & Maintenance of entire Balance of Plant of a Utility Scale Wind-farm. Business model of company is designed to bring scalability in wind sector by serving OEMs (Original Equipment Manufacturers) of Wind Turbines, IPPs (Independent Power Producers, Captive Users as well as Institutional Investment Programs.

For further details regarding our business operations and industry, please see the chapters titled “Our Business” and “Industry Overview” beginning on page nos. 55 and 48 of this Information Memorandum, respectively.

Our Company has three hundred & ninety (390) shareholders, as on the date of this Information Memorandum.

Major events in the history of Our Company:

In our short operating history, we have achieved substantial growth and passed key milestones. A summary of major events since incorporation of our company is as described below:

FINANCIAL EVENT YEAR 2010 . Incorporation of our company as K.P. Energy Private Limited . Allotted on lease 17 spots (1 hectare each) for Ratdi & Baradia Wind Farm Project from Government. . Allotted on lease 18 spots (1 hectare each) for Matalpar Wind Farm Project from Government. (1) 2012 . Acquired land bearing survey no. 217-paiki-20 at Palitana, Village: Shevdiwadar for proposed substation to be owned and operated by KPEL w.r.t. the Matalpar Wind Farm Project. . Allotted on lease 21 spots (1 hectare each) for Odedar Wind Farm Project from Government. 2013 . Allotted on lease 3 spots (1 hectare each) for Kuchdi Wind Farm Project from Government.(2) . Executed 30 MW Joint Development agreement with Suzlon Energy Ltd. dated July 29, 2013 for Wind Farm at Ratdi. 2014 . Acquired land bearing survey no. 308-paiki-4 at Porbandar, Village: Baradia for proposed substation to be owned and operated by KPEL w.r.t the Ratdi & Baradia Wind Farm Project. . Allotted on lease 9 spots (1 hectare each) for Matalpar Wind Farm Project from Government.(3) . Executed 31.50 MW Joint Development agreement with Suzlon Energy Ltd. dated October 30, 2014 for Wind Farm at Khuchdi . Executed 30 MW Joint Development agreement with Suzlon Energy Ltd. dated January 15, 2015 for Wind Farm at Matalpar. . Acquired land bearing survey no. 427 at Porbandar, Village: Degam for proposed substation to 2015 be owned and operated by KPEL w.r.t. the Kuchddi Wind Farm Project. . Allotted on lease 21 spots (1 hectare each) for Kuchdi Wind Farm Project from Government. (4) . Commissioned 27.30 MW Wind Power Projects from the Ratdi & Baradia Wind Farm at Porbandar. . K.P. Group was selected as India ‘s Most Promising Brands – 2015 by World Consulting & Research Corporation. . Revised the joint development agreement with Suzlon Energy for the Mahua Site and Kuchddi to 50.40 MW each. . Commissioned the entire 33.6 MW Wind Power Project at Ratdi and Baradia Wind Farm at 2016 Porbandar. . Conversion of our Company from Private Limited Company to a Public Limited Company on May 11, 2015.

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FINANCIAL EVENT YEAR . Obtained additional 4.20 MW Power evacuation and substation Permission increasing total from 163.60 to 167.20 MW out of the total of 291.90MW. . In process of commissioning 29.40MW Wind Power Project at Matalpar. . Allotted on lease 8 spots (1 hectare each) for Miyani Wind Farm Project from Government . Allotted on lease 12 spots (1 hectare each) for Kuchdi Wind Farm Project from Government . Allotted on lease 22 spots(1 hectare each) for Mahua (Vadli) Wind Farm Project from Government. . Initial Public Offering of 920000 Equity shares and Listing of our Company on SME Platform of BSE Limited. . Became Independent Power Producer by installing first Wind Turbine Generator of 2.1MW at Matalpar Site in Gujarat in Company’s own wind power generating vertical. . Issued Letter of intent to purchase 3 Nos. of 2.10 MW equipment, model no. S97_120, 2100 KW Suzlon make WTG to be supplied in Gujarat for its 6.30 MW Wind power project. . Felicitated as one of the Top Volume Performers in SME Segment (FY 2015-16) by BSE Limited. . M/s. Credit Analysis & Research Limited (CARE) assigned BBB- (Triple B minus)/A3 (A Three) i.e. stable outlook to the credit exposure of 49.98 Crores of the Company. 2017 . Completed commissioning of all 32 WTGs of 2.10MW each atKuchdi site in Porbandar. . Allotted on lease 58 spots (1 hectare each) for Mahua Wind Farm Project from Government. . Allotted on lease 14 spots (1 hectare each) for Miyani Wind Farm Project from Government. . Contributed from concept to commissioning of total 81.9MW during FY 2017. . Installed second Wind Turbine Generator of 2.10MW at Kuchdi site in Company’s own wind power generating vertical. . Won Bronze Award in category of 'Portfolio Performance - Wind Developer of the year' for outstanding achievements in Wind Energy Sector by India Wind Energy Forum (IWEF) Excellence Awards 2017. . Allotted on lease 24 spots (1 hectare each) for Mahua Wind Farm Project from Government. . Allotted on lease 66 spots (1 hectare each) for Dwarka Wind Farm Project from Government. . Under mass plantation drive planted 17,600 saplings successfully in the barren waste lands at Matalpar and Karmadia villages of Bhavnagar. . Under CSR initiative of conservation of mangrove ecosystem, Company planted more than 3500 Nos. of different species of mangroves and become corporate member of Mangrove Society of India. . CRISIL carried out the Independent Equity Research and complied Report on the Company and assigned the fundamental grade of '3/5' to the Company. The grade indicates that the Company's 2018 fundamentals are 'good' relative to other listed equity securities in India. CRISIL also assigned a valuation grade of '5/5' indicating that Current market price has 'Strong upside'. . Participated as lead bidder along with consortium partner M/s. Evergreen Power Mauritius Pvt. Ltd. in competitive bidding process and won 30MW wind power project under Gujarat Urja Vikas Nigam Limited (GUVNL) 500MW wind tender. . Tied up with world's prominent wind turbine technology provider, GE Renewables India for developing Wind Power Project of 300 MW (120 Wind Turbine Generators of 2.5 MW each) connected with ISTS (Inter State Transmission System) Network at Kutch, Gujarat. . Tied up with an Indian subsidiary of Europe based renowned Global WTG Manufacturer for developing Wind Power Project of 300 MW (130 Wind Turbine Generators of 2.3 MW each) connected with ISTS (Inter State Transmission System) Network at Hajipir Site, Kutch, Gujarat.

. Allotted on lease 33 spots (1 hectare each) for Ghadsisa (Kutch) Wind Farm Project from Government. . Allotted on lease 33 spots (1 hectare each) for Hajipir (Kutch) Wind Farm Project from 2019 Government. . Allotted on lease 231 spots (1 hectare each) for Dhwarka Wind Farm Project from Government.

(1)Pursuant to this allotment order, 5 of these spots were offered to the Forest Department and hence are not being considered as part of Sites earmarked for Development. (2)Pursuant to this allotment order, only 2 of these spots were earmarked for development due to technical reasons. (3) Pursuant to this allotment order, 1 of these spots were offered to the Forest Department and hence is not being considered as part of Sites earmarked for Development.

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(4)Pursuant to this allotment order, only 19 of these spots were earmarked for development due to technical reasons.

Main Objects of our Company

The main object of our Company is as follows:

“To manufacture, produce, install, commission, operate, prepare, pay, import, buy, sell, supply, distribute or otherwise deal in all energy production and conversion activities in all its form including of various renewable sources like solar and wind energy, all forms of biomass, geothermal energy, hydel energy, tidal and wave energy also effective and efficient utilisation of conventional energy forms like coal, oil, gas, electricity and all equipments that may be associated with such energy related activities”

Changes in Registered Office of our Company

There have been no changes in our Registered Office address since incorporation.

Amendments to the Memorandum of Association

Dates on which some of the main clauses of the Memorandum of Association of our Company have been changed citing the details of amendment as under:

DATE NATURE OF AMMENDMENT December 15, 2012 The Authorised Share Capital of our Company was increased from N 1,00,000 to N 50,00,000 The Authorised Share Capital of our Company was increased from N 50,00,000 to N September 30, 2014 1,50,00,000 The Authorised Share Capital of our Company was increased from N 1,50,00,000 to N April 10, 2015 5,00,00,000 Our Company was converted into Public Limited Company and now known as K.P. Energy May 11, 2015 Limited. The Authorised Share Capital of our Company was increased from N 5,00,00,000 to N February 25, 2017 10,50,00,000 The Authorised Share Capital of our Company was increased from N 10,50,00,000 to N September 23, 2017 10,60,00,000 The Authorised Share Capital of our Company was increased from N 10,60,00,000 to N April 23, 2018 12,50,00,000

Subsidiaries

As on the date of this Information Memorandum, we have Six (6) subsidiary Companies and Six (6) Special Purpose Vehicles (SPVs) as mentioned below:

Subsidiaries:

1. K. P. ENERGY MAHUA WINDFARMS PVT. LTD. (HEREIN AFTER KNOWN AS “KPEMWPL”)

Corporate Information

KPEMWPL was incorporated under the Companies Act, 1956 as K. P. Energy Mahua Windfarms Pvt. Ltd. on July 25, 2012, in the state of Gujarat. The main object of KPEMWPL is to carry on business to promote, own, acquire, erect, construct establish, maintain; improve, manage, operate, alter, generate electrical power by conventional, non- conventional-methods including wind, tidal waves, solar, hydel and geohydel and to carry on, control, take on hire/lease wind farm, wind power plants, co-generation, wind Energy conservation projects, wind power houses, transmission and distribution systems for generation, distribution, transmission and supply of electrical energy and buy, sell, supply, exchange, market, function as a license and deal in electrical power, energy to the State Electricity Board, State Government, Appropriate Authorities, licences, specific industrial units and other consumers for industrial, commercial, agricultural, household and any other purpose in India and elsewhere in any area to be specified by the State Government, Central Government, Local Authority, State Electricity Boards and any other component authority. Its registered office is situated at A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – 395009.

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Board of Directors

• Farukbhai Patel • Ashish A Mithani

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 5,50,000 Issued, Subscribed and Paid-up Capital 5,02,700

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 4,97,800 99.03% Farukbhai Patel 3,430 0.68% Ashish A Mithani 1,470 0.29% Total 5,02,700 100.00% As on date of this Information Memorandum, we are holding 99.03% stake in KPEMWPL.

Financial Information (N in lakhs) As at March 31 Particulars 2017 2016 2015 Equity Capital 42.5 1.00 1.00 Reserves and Surplus (excluding revaluation reserve) Nil Nil Nil Pre Operative Expenses (Not written off) 1.98 0.73 0.50 Income including other income Nil Nil NA Profit/ (Loss) after tax Nil Nil NA Earnings per share (face value of N 10 each) (in N) Nil Nil NA Net asset value per share Nil Nil NA Note: Since the Company had not started its operations in 2015 and hence all the expenses incurred were Pre Operative expenses and therefore, the Profit and Loss Account had not been prepared.

Other Disclosures

The Equity Shares of KPEMWPL are not listed on Stock Exchange.

KPEMWPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, KPEMWPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

2. WIND FARM DEVELOPERS PVT. LTD. (HEREIN AFTER KNOWN AS “WFDPL”)

Corporate Information

WFDPL was incorporated under the Companies Act, 1956 as Wind Farm Developers Pvt. Ltd. on September 24, 2012, in the state of Gujarat. The main object of WFDPL is to carry on the business to promote, own, acquire, erect, construct, establish, maintain, improve, manage, operate, alter, generate electrical power by conventional, non- conventional methods including wind, tidal waves, solar, hydel and geohydel and to carry on, control, take on hire lease wind farm, wind power plants, co-generation, wind energy conservation projects, wind power houses, transmission and distribution systems for generation, distribution, transmission and supply of electrical energy and buy, sell, supply, exchange, market, function as a license and deal in electrical power, energy to the State Electricity Board, State Government, Appropriate Authorities, licenses, specific industrial units and other consumers for industrial, commercial, agricultural, household and any other purpose in India and elsewhere in any area to be specified by the

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State Government, Central Government, Local Authority, State Electricity Boards and any other component authority. Its registered office is situated at A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – 395009.

Board of Directors

• Ashish A Mithani • Farukbhai Patel

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 5,00,000 Issued, Subscribed and Paid-up Capital 3,98,117

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 3,93,217 98.77% Farukbhai Patel 3,430 0.86% Ashish A Mithani 1,470 0.37% Total 3,98,117 100.00% (1) As on date of this Information Memorandum, we are holding 98.77% stake in WFDPL

Financial Information (N in lakhs) As at March 31 Particulars 2017 2016 2015 Equity Capital 29.30 1.00 1.00 Reserves and Surplus (excluding revaluation reserve) Nil Nil Nil Pre Operative Expenses (Not written off) 1.92 0.71 0.52 Income including other income Nil Nil NA Profit/ (Loss) after tax Nil Nil NA Earnings per share (face value of N 10 each) (in N) Nil Nil NA Net asset value per share Nil Nil NA Note: Since the Company had not started its operations in 2015 and hence all the expenses incurred were Pre Operative expenses and therefore, the Profit and Loss Account had not been prepared.

Other Disclosures

The Equity Shares of WFDPL are not listed on Stock Exchange

WFDPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, WFDPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

3. UNGARN RENEWABLE ENERGY PVT. LTD. (HEREIN AFTER KNOWN AS “UREPL”)

Corporate Information

UREPL was incorporated under the Companies Act, 2013 as Ungarn Renewable Energy Pvt. Ltd. on May 16, 2014 in the state of Gujarat. The main object of UREPL is to manufacture, produce, install, commission, operate, prepare, pay, import, buy, sell, supply, distribute or otherwise deal in all energy production and conversion activities in all its form including of various renewable sources like solar and wind energy, all forms of biomass, geothermal energy, hydel energy, tidal and wave energy also effective and efficient utilization of conventional energy forms like coal, oil, gas, electricity and all equipments that may be associated with such energy related activities. Its registered office is situated at J-1, Nishat Society, B/H Shalimar Society, Adajan Patia, Surat - 395009.

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Board of Directors

• Ashish A Mithani • Farukbhai Patel

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 5,00,000 Issued, Subscribed and Paid-up Capital 2,71,900

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 2,67,000 98.20% Farukbhai Patel 3,430 1.26% Ashish A Mithani 1,470 0.54% Total 2,71,900 100.00% (1) As on date of this Information Memorandum, we are holding 98.20% stake in UREPL.

Financial Information (N in lakhs) As at March 31 Particulars 2017 2016 2015 Equity Capital 11.00 1.00 1.00 Reserves and Surplus (excluding revaluation reserve) Nil Nil Nil Pre Operative Expenses (Not written off) 1.55 0.37 0.25 Income including other income Nil Nil NA Profit/ (Loss) after tax Nil Nil NA Earnings per share (face value of N 10 each) (in N) Nil Nil NA Net asset value per share Nil Nil NA Note: Since the Company had not started its operations in 2015 and hence all the expenses incurred were Pre Operative expenses and therefore, the Profit and Loss Account had not been prepared.

Other Disclosures

The Equity Shares of UREPL are not listed on Stock Exchange.

UREPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, UREPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

4. Evergreen Mahuva Windfarms Pvt. Ltd. (HEREIN AFTER KNOWN AS “EMWPL”)

Corporate Information

EMWPL was incorporated under the Companies Act, 2013 as Evergreen Mahuva Windfarms Pvt. Ltd. on January 17, 2018 in the state of Gujarat. The main object of EMWPL is to own, promote, manufacture, produce, prepare, set up, establish, develop, install, commission, maintain, run, operate, lease, buy, sell, distribute, manage wind power project/ windfarms, power infrastructure, Power-electricity generation, distribution facilities, Power generating stations, sub- stations, transmission and distribution networks or systems and related facilities and/for wind power projects, wind power plants, wind Mills, wind turbine generators, other power plants based on non-conventional source of energy and all other such energy related activities. Its registered office is situated at Shop No. HG/4, "A" Tower, Firdaus Tower, Nr. Fazal Tower, Adajan Patiya, Surat - 395009.

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Board of Directors

• Ashish A Mithani • Farukbhai Patel • Samson Massey • Surjeet Kumar

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 10,000 Issued, Subscribed and Paid-up Capital 10,000

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 5,100 51.00% Evergreen Power Mauritious Pvt Ltd 4,800 48.00% K.P.I. Global Infrastructure Limited 100 0.01% Total 10,000 100.00% (1) As on date of this Information Memorandum, we are holding 51.00% stake in EMWPL.

Financial Information

Since the Company was incorporated on January 17, 2018 therefore the Financial Statements are not available as on the date of this Information Memorandum.

Other Disclosures

The Equity Shares of EMWPL are not listed on Stock Exchange.

EMWPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, EMWPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

5. HGV DTL Transmission Projects Pvt. Ltd. (HEREIN AFTER KNOWN AS “HDTPPL”)

Corporate Information

HDTPPL was incorporated under the Companies Act, 2013 as HGV DTL Transmission Projects Private Limited on April 18, 2018 in the state of Gujarat. The main object of HDTPPL is to own, promote, manufacture, produce, prepare, set up, establish, develop, install, commission, maintain, run, operate, lease, buy, sell, distribute, manage wind power project/windfarms, power infrastructure, Power-electricity generation, distribution facilities, Power generating stations, substations, transmission and distribution networks or systems and related facilities and/for wind power projects, wind power plants, wind Mills, wind turbine generators, other power plants based on non-conventional source of energy and all other such energy related activities. Its registered office is situated at A-1/2, Firdous Tower, Nr. Fazal Shopping Center, New Rander Road, Adajan Patia,, Surat - 395009.

Board of Directors

• Ashish A Mithani • Farukbhai Patel

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 10,000

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Issued, Subscribed and Paid-up Capital 10,000

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 9,990 99.99% Ashish A Mithani – Nominee of K.P. Enegy Limited 10 0.01% Total 10,000 100.00% (1) As on date of this Information Memorandum, we are holding 100% stake in HDTPPL.

Financial Information

Since the Company was incorporated on April 18, 2018 therefore the Financial Statements are not available as on the date of this Information Memorandum.

Other Disclosures

The Equity Shares of HDTPPL are not listed on Stock Exchange.

HDTPPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, HDTPPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

6. VG DTL Transmission Projects Pvt. Ltd. (HEREIN AFTER KNOWN AS “VDTPPL”)

Corporate Information

VDTPPL was incorporated under the Companies Act, 2013 as VG DTL Transmission Projects Private Limited on May 28, 2018 in the state of Gujarat. The main object of VDTPPL is to own, promote, manufacture, produce, prepare, set up, establish, develop, install, commission, maintain, run, operate, lease, buy, sell, distribute, manage wind power project/windfarms, power infrastructure, Power-electricity generation, distribution facilities, Power generating stations, substations, transmission and distribution networks or systems and related facilities and/for wind power projects, wind power plants, wind Mills, wind turbine generators, other power plants based on non-conventional source of energy and all other such energy related activities. Its registered office is situated at A-1/2, Firdous Tower, Nr. Fazal Shopping Center, New Rander Road, Adajan Patia, Surat - 395009.

Board of Directors

• Ashish A Mithani • Farukbhai Patel

Capital Structure

Particulars No. of Equity Shares of N 10/- each Authorised Share Capital 10,000 Issued, Subscribed and Paid-up Capital 10,000

Shareholding Pattern

Name of the shareholders No. of Shares Percentage (%) K.P. Energy Limited(1) 9,990 99.99% Ashish A Mithani – Nominee of K.P. Energy Limited 10 0.01% Total 10,000 100.00% (1) As on date of this Information Memorandum, we are holding 100% stake in VDTPPL.

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Financial Information

Since the Company was incorporated on May 28, 2018 therefore the Financial Statements are not available as on the date of this Information Memorandum.

Other Disclosures

The Equity Shares of VDTPPL are not listed on Stock Exchange.

VDTPPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, VDTPPL does not have a negative net-worth in the immediately preceding year. There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

Special Purpose Vehicles (SPVs):

1. MAHUVA POWER INFRA LLP

Mahuva Power Infra LLPwas formed under the Limited Liability Partnership Act, 2008 on February 09, 2017 in the state of Gujarat. The business of Mahuva Power Infra LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Mahuva Power Infra LLPis N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia, Surat - 395009.

2. MANAR POWER INFRA LLP

Manar Power Infra LLPwas formed under the Limited Liability Partnership Act, 2008 on February 21, 2017 in the state of Gujarat.The business of Manar Power Infra LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Manar Power Infra LLPis N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia,Surat - 395009.

3. MIYANI POWER INFRA LLP

Miyani Power Infra LLPwas formed under the Limited Liability Partnership Act, 2008 on February 22, 2017 in the state of Gujarat.The business of Miyani Power Infra LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Miyani Power Infra LLPis N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia,Surat - 395009.

4. BELAMPAR POWER INFRA LLP

Belampar Power Infra LLPwas formed under the Limited Liability Partnership Act, 2008 on May 30, 2017 in the state of Gujarat.The business of Belampar Power Infra LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Belampar Power Infra LLP is N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia,Surat - 395009.

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5. HAJIPIR RENEWABLE ENERGY LLP

Hajipir Renewable Energy LLPwas formed under the Limited Liability Partnership Act, 2008 on May 30, 2017 in the state of Gujarat.The business of Hajipir Renewable Energy LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage wind power projects, Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Hajipir Renewable Energy LLP is N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia, Surat - 395009.

6. VANKI RENEWABLE ENERGY LLP

Vanki Renewable Energy LLPwas formed under the Limited Liability Partnership Act, 2008 on May 30, 2017 in the state of Gujarat.The business of Vanki Renewable Energy LLP is to carry on the business of wind farm development and to own, promote, set up, establish, develop, maintain, run, operate, lease, manage wind power project, Power infrastructure, Power generation and distribution facilities, Power generating stations, sub-stations, transmission and distribution networks or systems and related facilities and/for wind power proects, wind power plants, wind mills, wind turbine generators, other power plants based on non-conventional source of energy.Total Obligation of Contribution in Vanki Renewable Energy LLP is N 1,00,000. Its registered office is situated at A-1/2, Firdous Tower, B/hFazal Shopping Center, Adajan Patia, Surat - 395009.

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OUR MANAGEMENT

Board of Directors:

At present, we have six (6) Directors consisting of two (2) Executive Directors and two (2) Non-Executive Independent Directors and two (2) Non-Executive Directors including one (1) Non-Executive Chairman.

The following table sets forth the details regarding Company’s Board of Directors as on the date of this Information Memorandum:

Sr. Name, Current Designation, Address, Other Directorships / Designated Nationality Age No. Occupation, Term and DIN Partneship 1 Mr. Farukbhai Patel Indian 46 years • Mahuva Power Infra LLP Managing Director • Manar Power Infra LLP • Miyani Power Infra LLP Address: A-602, Firdos Tower, B/h • Belampar Power Infra LLP Fazal Shopping Centre, Adajan Road, • Hajipir Renewable Energy LLP Adajan Patia, Surat - 395009, Gujarat • Vanki Renewable Energy LLP Occupation: Business • K.P. Structural & Galvanising Private Limited DIN: 00414045 • K P Buildcon Private Limited • Evergreen Mahuva Windfarms Private Limited • Wind Farm Developers Private Limited • K.P.I. Global Infrastructure Limited • KP Energy Mahua Windfarms Private Limited • Ungarn Renewable Energy Private Limited • KP Sor-Urja Limited • HGV DTL Transmission Projects Private Limited • VG DTL Transmission Projects Private Limited • KP Human Development Foundation 2 Mr. Ashish A Mithani Indian 44 years • Mahuva Power Infra LLP Whole-Time Director • Manar Power Infra LLP • Miyani Power Infra LLP Address: Flat No. 302, Mansarovar • Belampar Power Infra LLP Hights, Puna Kadodra Road, Surat - • Hajipir Renewable Energy LLP 395010, Gujarat • Vanki Renewable Energy LLP Occupation: Business • Evergreen Mahuva Windfarms Private Limited DIN: 00152771 • Wind Farm Developers Private Limited • K.P Energy Mahua Windfarms Private Limited • Ungarn Renewable Energy Private Limited • HGV DTL Transmission Projects Private Limited • VG DTL Transmission Projects Private Limited 3 Mr. Raghavendra Rao Bondada Indian 44 years • Bondada Engineering Private Non- Executive Independent Director Limited

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Sr. Name, Current Designation, Address, Other Directorships / Designated Nationality Age No. Occupation, Term and DIN Partneship • Smartbrix Infra Technologies Address: Plot No.162/1, Sri Ramnagar Private Limited Colony, Kapra – 500 062 • K.P.I. Global Infrastructure Limited Occupation: Business • Proaxive Tech Solutions Private Limited DIN: 01883766 4 Mr. Sajesh Kolte Indian 45 years • NIL Non- Executive Independent Director

Address: 504, Tejashree CHS, 5th Floor, Plot 2, Sector 8, Airoli, Navi Mumbai – 400 708 Occupation: Business DIN: 07277524 5 Mrs. Bhadrabala Joshi Indian 60 years • K.P.I. Global Infrastructure Chairman & Non- Executive Non- Limited Independent Director

Address: 6, Shrinagar Society, Ghod Dod Road, Surat - 395001, Gujarat

Occupation: Senior Advocate

DIN: 07244587 6 Mr. Bhupendra Shah Indian 68 years • NIL Non- Executive Non- Independent Director

Address: 12- Tarun Society, Opp. Dev Ashray Flat Harinagar, Gotri Road Vadodara – 390021, Gujarat

Occupation: Business

DIN: 06359909 Note: Mr. Farukbhai Patel is nominee Designated Partner on behalf of KP Energy Limited in Mahuva Power Infra LLP, Manar Power Infra LLP, Miyani Power Infra LLP, Belampar Power Infra LLP, Hajipir Renewable Energy LLP and Vanki Renewable Energy LLP.

BRIEF BIOGRAPHIES OF OUR DIRECTORS

Mr. Farukbhai Patel

Mr. Farukbhai Patel, aged 46 years, is the Managing Director of our Company. He is also the founding promoter of our company. He has a vast business experience of more than 23 years. He began his business career in the year 1994 by starting a proprietory concern in the nameof K P Buildcon Private Limitedwhich was mainly engaged in logistics and construction of residential buildings. In 2001, Mr. Farukbhai Patel successfully led projects in Mobile Telecommunication, dredging, manufacturing and galvanizing of telecom Towers, manufacturing of textiles and FMCG. Under his leadership, KP Group has worked for several corporate giants such as Vodafone, Tata, Indus, Reliance, Airtel, WTTIL, Lanco, Moserbear and Indu Projects and has immediate future plans of introducing gas based gen-sets in Indian Markets. In 2008, KP Group started diversification and run businesses like Renewable energy in Solar and Wind. He has been awarded Top gainer in SME Sector 2015-2016, Best “RFAI” (Ready for active installation) by Indus Tower and Best Solar Park in India awarded by MNRE RISE – 2016.

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Mr. Ashish A Mithani

Mr. Ashish A Mithani, aged 44 years, is the Whole-time Director & Chief Executive Officer (CEO) of our Company. He is also the founding promoter of our company. He holds a BBA degree from Shri N. R. Vekaria Institute of Business Management Studies and has business experience of over 23 years. He began his professional career in the year 1994 as an Executive at Reliance Industries where he dealt with commercial and legal matters. In 1998, Mr. Mithani joined M/s. Harsh Distributors, a Company providing logistics supporting services to CEAT Limited. In 2006, he joined VSM Projects Pvt. Ltd., an Auto LPG infrastructure and distribution company, as a Partner Director. In 2010, Mr. Mithani incorporated our Company along with Mr. Farukbhai Patel.

Mr. Raghavendra Rao Bondada

Mr. Raghavendra Rao Bondada, aged 44 years, is the Non-Executive Independent Director of our Company. He holds a degree in Civil Engineering. He has business and professional experience of over 15 years. He has worked for Aster Group where he began as a “Site Engineer” and has graduated to the post of COO & Executive Director. He has an experience of managing complex projects in varied sectors such as telecom, power, renewable energy, Pre-Engineering Buildings and Industrial Infrastructure including international experience of operating in various South Asian Countries, Gulf Countries and the African Continent. He has also received a personal appreciation letter from CEA (Govt. of India) for completion of 400kv transmission line between Kottagudem and Khammam ahead of schedule. In 2012, he has founded his own business – “BEPL” wherein he undertakes engineering projects of various sectors.

Mr. Sajesh Kolte

Mr. Sajesh Kolte, aged 45 years, is a Non-Executive Independent Director of our Company. He is a Bachelor of Science (B.Sc.) in Physics from Gujarat University and holds a degree in Master of Management Studies in Marketing from University of Mumbai. Further he has completed certification programme of Portfolio and Investment Management from IIM, Bangalore. He has professional experience of over 16 years. He has worked for Ceat Limited, Goodlass Nerolac Paints, Berger Paints and ICICI Bank. He has worked with Kotak Mahindra Bank as Principal Banker and Product Manager from 2004 to December 2013. From January 2014, he has been an entrepreneur and trainer in Private Wealth Management and Financial Planning, developing structured products in financial derivative instruments.

Mrs. Bhadrabala Joshi

Mrs. Bhadrabala Joshi, aged 60 years, is a Non-Executive Non-Independent Director & Chairman of our company. She is a B. Pharm (from Gujarat University) and LLB (from South Gujarat University) by qualification. She has over 25 years of professional experience in legal fields. She has worked with the office of Senior Advocate – Shri K.C. Desai at Surat for her training. She is currently a practicing advocate having experience in Title clearance Certificate, Search Reports, Execution of Decree in Effective manners, Any kind of Conveyance, Matters Regarding Revenue, Tenancy, City Survey, Taluka Panchayat, U.L.C. Department, Civil criminal Cases, Matters regarding Board of Nominee etc, Motor Accident case Tribunal matters. Further, she is currently working on panel of approved advocates of large Institutions such as State Bank of India, Bank of India, Dena Bank, ICICI Home Finance Company Limited, Kotak Mahindra Bank Ltd and IDBI Bank Ltd.

Mr. Bhupendra Shah

Mr. Bhupendra Shah, aged 68 years, is a Non-Executive Non-Independent Director & Chairman of our company. He holds a Bachelor of Engineering degree in Civil Department from Maharaja Sayajirao University of Baroda in 1971. He has a vast experience in Business Management of more than 45 years and also possesses financial & Technical knowledge. After completing Bachelor of Engineering he had started his own business in the name of Kashi Parekh Brothers in Vadodara which is mainly engaged in the whole sale trading of Iron & Steel. As a Non- Executive Director he is responsible for providing his expertise & Inputs, for ensuring the growth of our Company.

Important Notes regarding the Board of Directors:

. None of the Directors on our Board are related to each other,

. There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the Directors were selected as a Director.

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. There are no service contracts entered into by the Directors with our Company providing for benefits upon termination of employment.

. None of the Directors is or was a director of any listed company during the last five years preceding the date of this Information Memorandum, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in such company.

. None of the Directors is or was a director of any listed company which has been or was delisted from any recognised stock exchange in India during the term of their directorship in such company.

Confirmation

None of the above mentioned Directors are on the RBI List of willful defaulters as on date of filing the Information Memorandum.

Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and persons in control of our Company have not been/are not debarred from accessing the capital market by SEBI.

Borrowing Powers of our Board of Directors

Our Company at its Annual General Meeting held on September 29, 2018 passed a resolution authorizing Board of Directors pursuant to the provisions of section 180 (1) (c) of the Companies Act, 2013 for borrowing from time to time any sum or sums of money from any person(s) or bodies corporate (including holding Company) or any other entity, whether incorporated or not, on such terms and conditions as the Board of Directors may deem fit for the purpose of the Company’s buaher with the monies already borrowed by our Company (apart from temporary loans obtained from the banks in the ordinary course of business) may exceed the aggregate of the paid up share capital of our Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount of such borrowings together with the amount already borrowed and outstanding shall not, at any time, exceed N 250.00 crores.

Remuneration / Compensation of Directors

a) Executive Directors

 Farukbhai Patel

The compensation package payable to him as resolved in the Annual General Meeting held on September 23, 2017 is stated hereunder:

Basic Salary: M 2,50,000 per month with authority to the Board of Directors to revise the basic salary from time to time taking in to account the performance of the Company, subject however to ceiling of N 5,00,000 per month.

Accommodation: Rent-free furnished accommodation or up to 40% of the basic salary as House Rent Allowance in lieu of accommodation.

Other Allowances: Up to 60% of the basic salary

Performance Incentives: As determined by Board of Directors, which shall not exceed 2% of the Consolidated Net Profits of the Company.

Perquisites: He shall be entitled for perquisites like medical reimbursement, leave travel assistance and any other perquisites as per the policy of the Company.

Others: As may be decided by Board of Directors from time to time.

 Ashish A Mithani

The compensation package payable to her as resolved in the Annual General Meeting held on September 23, 2017, is stated hereunder:

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Basic Salary: N 2,50,000 per month with authority to the Board of Directors to revise the basic salary from time to time taking in to account the performance of the Company, subject however to ceiling of N 5,00,000 per month.

Accommodation: Rent-free furnished accommodation or up to 40% of the basic salary as House Rent Allowance in lieu of accommodation.

Other Allowances: Up to 60% of the basic salary

Performance Incentives: As determined by Board of Directors, which shall not exceed 2% of the Consolidated Net Profits of the Company.

Perquisites: He shall be entitled for perquisites like medical reimbursement, leave travel assistance and any other perquisites as per the policy of the Company.

Others: As may be decided by Board of Directors from time to time. b) Non-Executive Directors

The Board of Directors have accorded their approval for payment of sitting fee, in their meeting held on September 03, 2015, whereby the Non Executive Directors and Non-Executive Independent Directors of our Company would be entitled to a sitting fee of M 2,500, for attending every meeting of Board or its committee thereof.

Remuneration paid to Non-Executive Directors in the year 2017-2018: M 1,25,000/-

Shareholding of Directors

The following table sets forth the shareholding of our Directors as on the date of this Information Memorandum:

Name of Directors No. of Equity Shares held % of Paid Up Capital

Mr. Farukbhai Patel 54,03,125 48.61% Mr. Ashish A Mithani 14,82,922 13.34% Mr Raghavendra Rao Bondada 0 0.00% Mr. Sajesh Kolte 0 0.00% Mrs. Bhadrabala Joshi 0 0.00% Mr. Bhupendra Vadilal Shah 6,500 0.06% TOTAL 68,92,547 62.01%

Interest of the Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under our Articles of Association, and to the extent of remuneration paid to them for services rendered as an officer or employee of our Company.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or allotted to the companies in which they are interested as Directors, Members, and Promoters, pursuant to this Issue. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

Except as stated in this chapter titled “Our Management” and the chapter titled “Related Party Transactions” beginning on page nos. 94 and 161 of this Information Memorandum respectively, our Directors do not have any other interest in our business.

Except as stated in this chapter titled “Related Part Transactions” on page no. 161 of this Information Memorandum, our Directors have no interest in any property acquired by our Company within two years of the date of this Information Memorandum. Our Company has not taken any property on lease from our Promoters within two years of the date of this Information Memorandum.

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Changes in the Board of Directors in the last three years

Following are the changes in our Board of Directors in the last three years:

Sr. No. Name of Director Date of Change Reason for change 1 Mr. Farukbhai Patel July 15, 2015 Change in Designation 2 Mr. Ashish A Mithani July 15, 2015 Change in Designation 3 Mr. Raghavendra Rao Bondada August 17, 2015 Appointment 4 Mrs. Bhadrabala Joshi August 17, 2015 Appointment Mr. Muhammed Ibarahim 5 August 19, 2015 Resignation Gulamabbas Mujawar 6 Mr. Sajesh Kolte September 03, 2015 Appointment 7 Mr. Bhupendra Shah July 30, 2016 Appointment

Corporate Governance

The company has complied with SEBI (LODR) Regulations, 2015 with respect to corporate governance. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Committees of our Board

We have constituted the following committees of our Board of Directors for compliance with corporate governance requirements:

1. Audit Committee 2. Stakeholder’s Relationship Committee 3. Nomination and Remuneration Committee 4. Corporate Social Responsibility Committee

1. Audit Committee

The Audit Committee of our Board was constituted by our Directors by a Board resolution dated September 03, 2015 pursuant to section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Name of the Member Nature of Directorship Designation in Committee Mr. Sajesh Kolte Non- Executive Independent Director Chairman Mr. Raghavendra Rao Bondada Non-Executive Independent Director Member Mr. Farukbhai Patel Managing Director Member

The scope of Audit Committee shall include but shall not be restricted to the following:

a) Oversight of the Issuer’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors. d) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 . Changes, if any, in accounting policies and practices and reasons for the same . Major accounting entries involving estimates based on the exercise of judgment by management . Significant adjustments made in the financial statements arising out of audit findings

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. Compliance with listing and other legal requirements relating to financial statements . Disclosure of any related party transactions . Qualifications in the draft audit report. e) Reviewing, with the management, the half yearly financial statements before submission to the board for approval f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Information Memorandum /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. g) Review and monitor the auditor’s independence and performance, and effectiveness of audit process; h) Approval or any subsequent modification of transactions of the company with related parties; i) Scrutiny of inter-corporate loans and investments; j) Valuation of undertakings or assets of the company, wherever it is necessary; k) Evaluation of internal financial controls and risk management systems; l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. n) Discussion with internal auditors any significant findings and follow up there on. o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern. q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. r) To review the functioning of the Whistle Blower mechanism. s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee enjoys following powers: a) To investigate any activity within its terms of reference b) To seek information from any employee c) To obtain outside legal or other professional advice d) To secure attendance of outsiders with relevant expertise if it considers necessary

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e) The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Quorum and Meetings

The audit committee shall meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present. The Company Secretary of the Company acts as the Secretary to the Committee.

2. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of our Board were constituted by our Directors pursuant to section 178 (5) of the Companies Act, 2013 by a Board resolution dated September 03, 2015. The Stakeholders Relationship Committee comprises of:

Name of the Member Nature of Directorship Designation in Committee Mr. Raghavendra Rao Bondada Non- Executive Independent Director Chairman Mr. Ashish A Mithani Whole Time Director Member Mr. Sajesh Kolte Non- Executive Independent Director Member

This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

a) Allotment and listing of our shares in future

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; d) Reference to statutory and regulatory authorities regarding investor grievances; e) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; f) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The Company Secretary of our Company acts as the Secretary to the Committee.

Quorum and Meetings

The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two members or one third of the members, whichever is greater. Since the formation of the committee, no Stakeholders Relationship Committee meetings have taken place.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of our Board was constituted by our Directors pursuant to section 178 of the Companies Act, 2013 by a Board resolution dated September 03, 2015.

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The Nomination and Remuneration Committee currently comprises of:

Name of the Member Nature of Directorship Designation in Committee Mr. Sajesh Kolte Non- Executive Independent Director Chairman Mrs. Bhadrabala Joshi Non- Executive Non- Independent Director Member Mr. Raghavendra Rao Bondada Non- Executive Independent Director Member

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report

Quorum and Meetings

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

The Company Secretary of our Company acts as the Secretary to the Committee.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of our Board was constituted by our Directors pursuant to section 178 of the Companies Act, 2013 by a Board resolution dated May 27, 2016.

The Corporate Social Responsibility Committee currently comprises of:

Name of the Member Nature of Directorship Designation in Committee Mr. Sajesh Kolte Non- Executive Independent Director Chairman Mr. Farukbhai Patel Managing Director Member Mr. Ashish A Mithani Whole Time Director Member

The CSR Committee is responsible for:

• To Recommend the amount of expenditure to be incurred on the activities herein before. • To monitor the implementation of Corporate Social Responsibility Policy of the Company from time to time. • The CSR Committee shall arrange to provide all required inputs to undertake CSR activities and shall review all Social initiatives. The CSR committee shall update the Board of Directors on periodically. • The Board of Directors shall include an Annual Report on CSR activities in their report.

Quorum and Meetings

The quorum necessary for a meeting of the CSR Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

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Management Organisation Structure

BOARD OF DIRECTOR

Farukhbhai Patel Ashish A. Mithani (MD) (WTD)

C. Rajpara Pravin Singh Karmit Sheth Pankaj Shah Yasmin Mansuri Nilam Desai (GM Corporate (CFO) (CS) (Sr. VP -Projects) (Sr. Manager MIS) (Sr. Manager Planning

Affairs) & Coordination)

Pradhuman Singh Sarvaiya Umesh Bhatt (Sr. Manager Corporate (VP -Projects) Affairs)

Terms & Abbreviations

MD - Managing Director WTD - Whole-Time Director CFO - Chief Financial Officer CS - Company Secretary GM - General Manager VP - Vice President

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Key Managerial Personnel

The details of our key managerial personnel are as below –

Current Designation C.T.C Name of Total Name of Date of & Functional p.a. Qualification Previous years of Employee Joining Area (N in Employer(s) Experience lacs) Mr. Pankaj Shah Sr. Vice President August 08, 8.40 B.E Gujarat 42 years - Projects 2011 (Electronics) Electricity Board- Paschim Gujarat Vij Co. Ltd. Mr. Unmesh Vice President - January 07, 8.40 Mechanical Navin 22 years Bhatt Projects 2014 Engineer Engineering Works Ms.Yasmin Sr. Manager MIS January 09, 3.48 MBA(Finance) Smt. V D Desai 27 years Mansuri 2014 (Wadiwal) School Mrs. Nilam Sr. Manager July 01, 4.68 Diploma in Civil Shilpa Seva 24 years Desai Planning & 2011 Engineering Architect, Coordination Bathani Architect Mr. Karmit Sheth Company July 30, 3.36 B.Com., LL.B., KP Buildcon 4 years Secretary & 2016 Company Private Limited Compliance Secretary Officer Mr. Pravin Singh Chief Financial April 08, 3.96 M.Com K P Buildcon 13 years Officer 2015 Private Limited Mr. Praduman Sr. Manager January 15, 4.80 B.Com, L.L.B Freelance News 17 years Singh Sarvaiya Corporate Affairs 2011 reporter Mr. Chatrabhuj General Manager December -* Ph.D in Gandhi Government of 39 years Rajpara* Corporate Affairs 01, 2014 Vichar Gujarat *Mr. Chaturbhuj Rajpara is an expert in Land and corporate related matters. He is giving honorary service to our Company and therefore he is not receiving any salary.

Note: - The aforementioned KMP are on the payroll of our Company as permanent employees. Also they are not related parties as per the Accounting Standard 18.

Relationship amongst the Key Managerial Personnel

None of the aforementioned KMP are related to each other. Also, none of them have been selected pursuant to any arrangement / understanding with major shareholders / customers / suppliers.

Shareholding of Key Managerial Personnel

None of the KMP in our Company holds any shares of our Company as on the date of this Information Memorandum except as discussed below:

Name Designation No. of shares held Mr.Pankaj Shah Sr. Vice President - Projects 17,875 Mr.Unmesh Bhatt Vice President - Projects 6,500 Ms.Yasmin Mansuri Sr. Manager MIS 8,530 Mrs.Nilam Desai Sr. Manager Planning & Coordination 7,718 Mr.Karmit Sheth Company Secretary & Compliance Officer 1,625 Mr.Pravin Singh Chief Financial Officer 12,187 Mr.Pradumansingh Sarvaiya Sr. Manager Corporate Affairs 16,655 Mr.Chatrabhuj Rajpara General Manager Corporate Affairs 9,343 Total 80,433

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Interest of Key Managerial Personnel

The Key Managerial Personnel of our Company do not have any interest in our Company, other than to the extent of remuneration of benefits to which they are entitled as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. Further, if any Equity Shares are allotted to our Key Managerial Personnel prior to / in terms of this Issue, they will be deemed to be interested to the extent of their shareholding and / or dividends paid or payable on the same.

Bonus or Profit Sharing Plan for the Key Managerial Personnel during the last three years

Our Company does not have fixed bonus / profit sharing plan for any of the employees or key managerial personnel.

Loans taken by Key Management Personnel

None of our Key Managerial Personnel have taken any loan from our Company.

Employee Share Purchase and Employee Stock Option Scheme

Our Company adopted the Employee Stock Option Scheme to reward its employees for their past association and performance. The scheme named as ‘K.P. Energy Limited Employee Stock Option Plan Tranche - I’ (‘Scheme’) by the Board of Directors vide resolution dated August 28, 2017 which was approved by the Shareholders vide resolution dated September 23, 2017. Pursuant to the same, we intend to grant upto 1,00,000 options to our employees. However, as on date of this Information Memorandum no option is granted to any employee by our Company.

Payment or Benefit to our Officers

Except for the payment of salaries and yearly bonus, if any, we do not provide any other benefits to our employees.

Changes in the Key Managerial Personnel in the three years preceding the date of filing this Information Memorandum

Name Current Designation Date of Joining Date of Leaving Mr.Ramesha C Asst. Manager-QHSE February 20, 2014 March 18, 2016 Mrs.Nita Mishra Company Secretary & Compliance Officer July 01, 2015 July 30, 2016 Mr.Pravin Singh Chief Financial Officer April 08, 2015 N.A. Mr.Karmit Sheth Company Secretary & Compliance Officer July 30,2016 N.A.

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OUR PROMOTER, PROMOTER GROUP AND GROUP COMPANIES

OUR PROMOTERS

Mr. Farukbhai Patel and Mr. Ashisih A Mithani are the Promoters of our Company.

The details of our Promoters are provided below:

Mr. Farukbhai Patel PAN: AEAPP0361H Passport No.: Z2122545 Driver’s License No.: GJ05 20090029045 Voter’s ID No.: SGL3026770 Bank A/c No.: 06670100022046 Name of Bank & Branch: Bank of Baroda, Ambaji Road Branch, Surat

Mr. Ashish A Mithani PAN: ABXPM7671F Passport No.: H6874701 Driver’s License No.: GJ05 20130032947 Voter’s ID No.: DPB6993463 Bank A/c No.: 00000031592815247 Name of Bank & Branch: State Bank Of India, SP. Comm. Branch, Surat

For additional details on the age, background, personal address, educational qualifications, experience, positions / posts and Directorships held in the past, please see the chapter titled “Our Management” beginning on page no. 94 of this Information Memorandum.

For details of the build-up of our Promoters’ shareholding in our Company, please see “Capital Structure –Notes to Capital Structure” on page no. 44 of this Information Memorandum.

Other Understandings and Confirmations

We confirm that the Permanent Account Number, Bank Account number and Passport number of our Promoters shall be submitted to the Stock Exchange at the time of filing of the Information Memorandum with the Stock Exchange.

Our Promoter, the members of our Group Companies and relatives of our Promoter (as per the Companies Act) have confirmed that they have not been identified as wilful defaulters by the RBI or any other governmental authority.

No violations of securities laws have been committed by our Promoter or members of our Promoter Group or any Group Companies in the past or are currently pending against them. None of (i) our Promoter, Promoter Group or Group Companies or persons in control of or on the boards of bodies corporate forming part of our Group Companies (ii) the Companies with which our Promoter are or were associated as a Promoter, Director or person in control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

Outstanding Litigation

There is no outstanding litigation against our Promoter except as disclosed in the section titled “Risk Factors” and chapter titled “Outstanding Litigations & Material Developments” beginning on page nos. 7 and 211 of this Information Memorandum, respectively.

Companies with which the Promoter has disassociated in the last three years

Except as disclosed below, none of our Promoter has disassociated himself from any of the companies, firms or entities during the last three years preceding the date of this Information Memorandum:

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Sr. Name of Promoter Name of Company Remarks / Reason of disassociation No. 1 Farukbhai Patel KP Silk Fab Pvt. Ltd. Strike Off Aeolus Sustainable Bio-Energy Pvt. Sale of shares and Resignation from 2 Ashish A Mithani Ltd. directorship dated June 3, 2015 Vaishali Salt and Chemicals Pvt. Sales of shares and Resignation from 3 Farukbhai Patel Ltd. directorship dated December 07, 2015

Common Pursuits

Some of our Group Companies have been authorised by their respective Memorandum of Associations to undertake activities which are similar to ours and are currently engaged in businesses similar to ours. Following are the Group Companies, whose main objects are similar to ours and this may result in potential conflicts of interest with our Company in the future –

 K.P.I. Global Infrastructure Limited  KP Sor-Urja Limited  KP Buildcon Pvt. Ltd.

However, our company has eneterd into a non-compete agreement with our promoters Farukhbhai Patel and Ashish Mithani dated January 05, 2016.

For further details on the related party transactions, to the extent of which our Company is involved, please see the chapter titled “Financial Information - Related Party Transactions” beginning on page no. 161 of this Information Memorandum.

Interest of Promoters in the Promotion of our Company

Our Company is promoted by Mr. Farukbhai Patel and Mr. Ashish A Mithani in order to carry on its present business. Our Promoters are interested in our Company as mentioned above in this chapter, under the heading “Common Pursuits of our Promoters” and to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by our Company.

Interest of Promoters in the Property of our Company

Our Promoters have confirmed that except as mentioned in the chapter titled “Financial Information - Related Party Transactions” on page no. 161 of this Information Memorandum, they do not have any interest in any property acquired by our Company within two years preceding the date of this Information Memorandum or proposed to be acquired by our Company as on the date of this Information Memorandum.Our promoters are interested in our registered office.

Further, other than as mentioned in the chapter titled “Business Overview” and “Financial Information - Related Party Transactions” on page nos. 55 and 161 of this Information Memorandum, our Promoters do not have any interest in any transactions in the acquisition of land, construction of any building or supply of any machinery.

Payment of Amounts or Benefits to our Promoters or Promoter Group during the last two years

Except as stated in the chapter titled “Financial Information - Related Party Transactions” on page no. 161 of this Information Memorandum, no amount or benefit has been paid by our Company to our Promoters or the members of our Promoter Group in the last two years preceding the date of this Information Memorandum.

Interest of Promoters in our Company other than as Promoters

Other than as Promoters, our Promoters are interested in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by our Company.

Further, except as mentioned in this chapter and the chapters titled “Our Business”, “History and Certain Corporate Matters” and “Financial Information - Related Party Transactions” on page nos. 55, 84 and 161, respectively, of this Information Memorandum, our Promoters do not have any interest in our Company other than as promoters.

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Other Confirmations

Except as stated elsewhere in this Information Memorandum, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Information Memorandum in which our Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company other than in the normal course of business.

Further, except as disclosed in this, our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by us.

OUR PROMOTER GROUP AND GROUP COMPANIES

Apart from our Promoters, as per Regulation 2(1)(zb) of the SEBI (ICDR) Regulation, 2009, the following individuals and entities shall form part of our Promoter Group:

A. Natural Persons who are Part of the Promoter Group

Name of the Promoter Name of the Relative Relationship with the Promoter Gulammahmad Alibhai Patel Father Rashida Gulam Patel Mother Vahida Patel and Aayesha Patel Wife(s) N/A Brother Bilkish I. Patel, Jaheda N. Patel and Ashiya Sister(s) K. Janab Affan F. Patel, Hassan F. Patel, Mohd. Farukbhai Patel Son(s) Umar F. Patel and Mohd. Ali F. Patel Zuveriyah M. Kadva and Zara F. Patel Daughter(s) Ibrahim Kowariwala and Chittaranjan Modi Wife's Father Merun Kowariwalaand Shobhna Modi Wife's Mother Harun Patel Wife's Brother Farida Patel, Mosmi Presswala and Vaishali Wife's Sister Shah Ashwin Mithani Father Bhavnaben Mithani Mother Jolly Mithani Wife Niraj A Mithani Brother(s) Tasvi J Shah Sister Joy Ashish Mithani and Smeet Ashish Ashish A Mithani Son(s) Mithani N/A Daughter(s) Kantilal Hirachand Vora Wife's Father Manishaben Kantilal Vora Wife's Mother Himanshu Kantilal Vora Wife's Brother(s) Jagrutiben Nirajbhai Mithani Wife's Sister(s)

B. Corporate Entities or Firms forming part of the Promoter Group

As per Regulation 2(1)(zb)(iv) of the SEBI (ICDR) Regulations, 2009, the following entities / companies shall form part of our Promoter Group:

Sr. No. Name of Promoter Group Entity / Company 1 K.P.I. Global Infrastructure Limited 2 K P Buildcon Private Limited

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Sr. No. Name of Promoter Group Entity / Company 3 KP Sor-Urja Limited 4 KP Human Development Foundation

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OUR GROUP COMPANIES

Apart from our Subsidiaries Companieas as mentioned in the chapter “History and Certain Corporate Maters” on page no. 84 of this Informtion Memorandum, the following companies / entities form part of our “Group Companies / Entities”:

1) KP Buildcon Pvt. Ltd. 2) K.P.I. Global Infrastructure Limited 3) KP Sor-Urja Limited 4) KP Human Development Foundation

Brief details of our Group Entities:

1) K P BUILDCON PVT. LTD. (HEREIN AFTER KNOWN AS “KPBPL”)

Corporate Information

KPBPL was incorporated under the Companies Act, 1956 as K P Buildcon Pvt. Ltd. on July 10, 2001 in the state of Gujarat. Its registered office is situated at Shop No. 1, Higher Ground Floor, Firdos Tower, Adajan Patia, Surat - 395009. The main object of KPBPL is –

• To carry on the business of and act as promoters, organizers; developers and agents of land, estate, property, industrial estate, housing schemes, shopping/office complexes, townships, warehousing, farms, farm-houses, holiday resorts, hotels, motels and to deal with purchase, sell, exchange, lease and to improve such properties either as owners and/or agents.

• To carry on in India or elsewhere the business of construction and to act as builders, contractors of prefabricated concrete buildings and constructional works and contractors, decorators, architects, surveyors, designers, constructional engineers, sanitary and water engineers and plumbers and to erect, construct, re-construct, alter, improve, decorate, furnish and maintain houses, buildings or all descriptions, commercial centres, ships, hotels in connection with any buildings or building or schemes, roads, highways, docks, ships, tramways, bridges, canals, wells, sprints, dams, gardens, power plants, culverts, earthwork, channels, bowers, sewers, tanks, drains, wharfs, ports, reservoirs, sewages, embarkment, irrigations, reclamations, improvements, sanitations, hotels, clubs, tanks, schools, hospitals, restaurants, bath, places of worship, playgrounds, parks, libraries, reading rooms, vehicle stands, shops, carriages, dairy farms or any other structural or architectural work of any kind whatsoever and for such purposes to prepare estimates, designs, plans, specifications, models, that may be require including preparations of layouts, develop, erect, demolish, re-erect, prepare, re-model, execute, undertake, carry out, run, establish, acquire, maintain, control, manage, take on lease, purchase or acquire any work in connection with the above and generally to deal with and improve the property of the company or any other property and to import technical know, services and advice in connection with construction techniques and developments within and outside India and to undertake or direct the construction, development and the management of the property, buildings, land and estate (of any tenure or kind) of any persons, whether members of the company or not in the capacity of stewards or receiver or otherwise any to acquire by purchase, lease, exchange, hire or otherwise lands and property of any tenure or any interest in the same and to sell, give on lease, let, mortgage or otherwise dispose of the lands, houses, buildings and other property of the company or others.

• Subject to the provisions of Foreign Exchange Management Act, the directions of Reserve Bank of India and other applicable laws in force, to carry on in India or elsewhere the business of full-fledged and/or restricted money changers and authorized, dealers of all foreign currencies and to buy, sell and deal in foreign currencies of all kinds and types whether in the form of coins, bank notes or travelers cheques, to conduct transactions of all types and descriptions in foreign currencies and to convert foreign currencies into Indian Rupees and vice cers and to represent National and International bankers, investment bankers, Indian and foreign investment institution and to carry on the business in domestic and international capital markets, to undertake all types of foreign exchange cover operations such as SWAP deals, cross currencies foreign contracts/option, advice and guidance on foreign currencies accounts, arranging foreign equity participation any individuals, companies, from institutions such as Asian Development Bank, International Finance Corporation, Common Wealth Development Corporation, OECD and other to arrange for and provide commercial, economic and financial information/reports to importers, exporters both foreign and Indian and to undertake money market purchase of foreign currencies” stocks, portfolio management and to act as agents and brokers and procuring agents of Unit Trust of India, Government Bonds, small saving schemes and generally for all kinds of securities and to carry on these business in India and abroad.

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• To carry on in India or elsewhere the business of development of all Telecom Infrastructure Work like manufacturing of Communication, Tower Galvanizing Work; Installation of Communication Tower, GSM, GBT, RTT and related Civil, Electric, Electronic or whatsoever else related to Telecom Infrastructure Works, Integrated Instrumentation Services related to Satellite Communication and data processing as well as software development for Generation of important data work.

• To carry on business activities for trading, manufacturing, distribution, generation, transmission, supervisions and control of all types of power either wind farms, solar etc. and/or to design, plan, manufacture, assemble, supply, erect, commission, test, maintain, trouble shooting, repair, service etc., of electrical and/or electronics goods, items, instruments, parts, spares, D.G. sets, electrical control, switchgear panels, switches, cables, plugs, powers projects in industrial, commercial, residential, establishments etc., in part individual and/or composite key basis and to provide Consultancy, expert services, advises, designs, drawings in relation to supervision and control of power in India and abroad.

Interest of our Promoters

Our Promoter, Mr. Farukbhai Patel holds 29.69% shares of KPBPL.

Board of Directors

• Farukbhai Patel • Rashida Patel • Vahidabanu Patel

Shareholding Pattern

The shareholding pattern of KPBPL as on date of this Information Memorandum is as follows:

Sr. No. of Equity % of Total Equity Name of Shareholder No. Shares Held Holding 1 Farukbhai Gulambhai Patel 3,32,574 29.69 2 Rashida Gulam Patel 42,806 3.82 3 Gulambhai Ali Patel 41,650 3.72 4 Devendra Dahyabhai Solanki 7,813 0.70 5 Hamidabibi Yusuf Dabhoya 3,450 0.31 6 Ibrahim Mohmmed Patel 1,602 0.14 7 Irfan Shahbuddin Mombasawala 30,000 2.68 8 Anjanaben Devendra Solanki 1,563 0.14 9 Mohamd Sohel Yusuf Dabhoya 7,850 0.70 10 Pravin Radhekant Singh 1,563 0.14 11 Vahida Faruk Patel 28,888 2.58 12 Yakub Isa Raje 31,750 2.83 13 Mohammad Azazat Haque 10,000 0.89 14 Laique S. Mombasawala 31,900 2.85 15 Iliyas Hasan Ali Patel 75,256 6.72 16 Ayesha Faruk Patel 21,953 1.96 17 Abdul Latif Abdul Aziz Mansuri 10,000 0.89 18 Kantilal Jamnadas Jariwala 54,376 4.86 19 Harishbhai Kantilal Jariwala 60,312 5.39 20 Jay Harishkumar Jariwala 21,875 1.95 21 Hemaben Harishkumar Jariwala 30,156 2.69 22 Nirmalaben Kantilal Jariwala 30,938 2.76 23 Ahemad Adam Bariwala 10,938 0.98 24 Ajit Gammon Singh Raj 12,500 1.12

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Sr. No. of Equity % of Total Equity Name of Shareholder No. Shares Held Holding 25 Billikish Salim Khadbhai 2,344 0.21 26 Aayesha Bhupendra Shah 7,813 0.70 27 Dawood Isaq Raj 12,344 1.10 28 Dilip Isaq Raj 11,094 0.99 29 Donica Bhavesh Shah 6,250 0.56 30 Isaqbhai Gemalsingh Raj 25,000 2.23 31 Mukesh Vadilal Shah 10,939 0.98 32 Ruksana Mehboob Patel 7,344 0.66 33 Sarad Mohan Raja 73,438 6.56 34 Suleman Musa Patel 46,875 4.19 35 Yakub Vali Mohammed Patel 14,844 1.33 36 Bhupendra Shah 1 0.00 37 Amita M Shah 1 0.00 Total 11,20,000 100.00%

Financial Performance

The summary of audited financials of KPBPL is as follows: (N in lacs, unless stated otherwise) Sr. As at March 31 Particulars No. 2017 2016 2015 1 Equity Capital 112.00 112.00 112.00 2 Reserves (excluding revaluation reserve) and Surplus 948.64 911.58 854.80 3 Income including other income 1915.50 5459.87 5207.63 4 Profit/ (Loss) after tax 37.06 56.78 30.58 5 Earnings per share (face value of N10 each) (in N) 3.31 5.07 2.73 6 Net asset value (in N) 94.70 91.39 86.32

Other Disclosures

The Equity Shares of KPBPL are not listed on Stock Exchange.

KPBPL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, KPBPL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

2) K. P. I. GLOBAL INFRASTRUCTURE LIMITED (HEREIN AFTER KNOWN AS “KPIGIL”)

Corporate Information

KPIGIL was incorporated under the Companies Act, 1956 as K.P.I. Global Infrastructure Limited on February 01, 2008 in the state of Maharashtra. Its registered office is situated at Shop No A-1/2, Firdos Tower, Near Fazal Tower, Adajan Patia, Surat - 395009. The main objects of KPIGIL are –

• To carry on the business of and act as promoters, organizers, consultants and developers in real estate and agents of lands, estate, property industrial estate, housing schemes, shopping / office complexes, township, warehouses, farm-houses, holiday resorts and building for hotels, motels, factories and to deal with purchase, sell, such properties, either as owner and/or agents.

• To carry on the business of construction and to act as builders, contractors of prefabricated concrete buildings and constructional works and contractors, decorators, architects, surveyors, designers, constructional engineers sanitary and water engineers and plumbers and to erect, construct, re-construct, alter, improve, decorate, furnish and

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maintain houses, buildings or all descriptions, commercial Centers, hotels in connection with any building or building or schemes, roads, large projects, entertainment house, highways, docks, tramways, bridges, canals, wells, sprints, dams, gardens, power plants, culverts, earthwork, channels, bowers, sewers, tanks, drains, wharfs, ports, reservoirs, sewages, embarkment, irrigations, reclamations, improvements, sanitations, clubs, tanks, schools, hospitals, restaurants, bath, places of work, playgrounds, parks, libraries, reading rooms, vehicle stands, shops, carriages dairy farms of any other structural or architectural work of any kind and for such purposes to prepare estimates, designs, plans, specifications, models, that may be require including preparations of layouts, develop, erect, demolish, recreate, prepare, re-model, execute, undertake, establish, acquire, maintain, control, manage, take on lease, purchase or acquire any work in connection with the above and generally to deal with and improve the property of the company by any other property and to undertake or direct the construction, development and the management of the property, buildings, land and estate (of any tenure or kind) any to acquire by purchase, lease, exchange, hire or otherwise lands and property of in the same and to sell or otherwise dispose of the land houses, buildings and other property of the company.

• To carry on, manage, supervise and control the business of transmitting, manufacturing, supplying, generating, trading, distributing and dealing in electricity and all forms of energy and power generated by any source whether nuclear, steam, hydro or tidal, water, wind, solar, hydrocarbon fuel or any other form, kind or description.

• To generate, accumulate, transmit, distribute, purchase, sell and supply electric power or any other energy from conventional/non-conventional energy by Bio-Mass, Hydro, Solar, Thermal, Gas, Air through renewable energy sources or another means/ source on a commercial basis and to construct, lay down, establish, operate and maintain power/energy generating stations, including buildings, structures, works, machineries, equipments, cables, wires, lines, accumulators, lamps, and to undertake or to carry on the business of managing, owning, controlling, erecting, commissioning, Engineering, operating, running, leasing, transferring or establishing Power plants and Plants based on conventional or non-conventional energy source, thermal power plants, atomic power plants, solar energy plants, wind energy plants, mechanical, electrical, hydel, civil engineering works, steam Turbines, Switch Yards, Transformer Yards, Sub stations, Transmission Lines, Accumulators, Workshops and to carry on the business of Energy Generation, transmission, distribution, manufacturing, trading, import, export, installation, and operation of Solar systems for energy generation including Solar Photovoltaic, Solar Thermal and any other Solar based devices used in households, industry and commercial establishments.

Interest of our Promoters

Our Promoter, Mr. Farukbhai Patel & Mr. Ashish A. Mithani together holds 66.84% shares of KPIGIL.

Board of Directors

• Farukbhai Patel • Santoshkumar Singh • Rajnikant Shah • Bhadrabala Joshi • Raghavendra Rao Bondada • Vendhan Mudaliar • Mohamed Hanif Mohamed Habib Dalchawal

Shareholding Pattern

The shareholding pattern of KPIGIL as on date of this Information Memorandum is as follows:

Sr. No. of Equity Shares % of Total Name of Shareholder No. Held Equity Holding 1 Farukbhai Gulambhai Patel 85,13,500 65.11 2 Gulammahmad Alibhai Patel 5,500 0.04 3 Rashida Gulam Patel 5,500 0.04 4 Vahidabanu Faruk Patel 1,48,342 1.13 5 Aayesha Farukbhai Patel 1,48,342 1.13 6 Sarfaraz Yakub Patel 22,628 0.17 7 Shaheedul Hasan 2,25,500 1.72

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Sr. No. of Equity Shares % of Total Name of Shareholder No. Held Equity Holding 8 Irfanahmed Shahabuddin Mombasawala 4,95,000 3.79 9 Dhimantrai Chandrashanker Joshi 4,71,428 3.61 10 Bhadrabala Dhimant Joshi 78,602 0.60 11 Pritiben Rajnikant Shah 32 0.00 12 Rajnikant Harilal Shah 5,532 0.04 13 Karishma Rajnikant Shah 95,496 0.73 14 Maitri Mitulkumar Shah 1,66,996 1.28 15 Mitul Rajnikant Shah 1,17,888 0.90 16 Mitul Rajnikant Shah Huf 1,64,214 1.26 17 Mohammedrafik Dawoodbhai Barma 55,000 0.42 18 Ridwan Iqbal Haveliwala 55,000 0.42 19 Ashish Ashwin Mithani 2,25,500 1.72 20 Aspire Emerging Fund 5,87,000 4.49 21 Raisonneur Capital Ltd 13,57,444 10.38 22 Karimbhai Miyanjibhai Polara 7,500 0.06 23 Ladiben Karimbhai Polara 7,500 0.06 24 Tariq Karimbhai Polara 7,000 0.05 25 Naviwala Firoza Amir 10,000 0.08 26 Khoja Zaidali Haiderali 2,928 0.02 27 Persis Khoja 2,928 0.02 28 Singh Santosh 4,392 0.03 29 Mohmed Sohil Y Dabhoya 4,392 0.03 30 Muinulhaq Iqbalhusen Kadva 4,392 0.03 31 Karmit Haribhadra Sheth 3,221 0.02 32 Afzal Aiyub Patel 2,944 0.02 33 Patel Javed 2,938 0.02 34 Birappa Kannappa Pujar 2,928 0.02 35 Shakti Jeram Kakadia 2,928 0.02 36 Rawal Gautam Arjun Kumar 1,464 0.01 37 Zuveriyah Muinulhaque Kadva 1,464 0.01 38 Rajvi Upadhyay 1,464 0.01 39 Pravinkumar Singh 1,464 0.01 40 Mukhtiyar A Malek 1,464 0.01 41 Harsh S Shah 1,464 0.01 42 Shakil Mukhtarahmed Shaikh 1,464 0.01 43 Arvind Kumar Tripathi 1,171 0.01 44 Sirishbhai Hirabhai Thakker 1,171 0.01 45 Shakib Yusuf Patel 1,171 0.01 46 Pathan Yasminbanu Shabbir 1,171 0.01 47 MuhammedIbrahim Gulamabbas Mujawar 888 0.01 48 Raval Chandravadan Natvarlal 878 0.01 49 Shivkumar Mafatkumar Pandya 1,757 0.01 50 Pankajkumar Anopchand Shah 878 0.01 51 Unmesh Anilkumar Bhatt 878 0.01 52 Pradyumansinh B Sarvaiya 878 0.01 53 Dhavalsinh Parmar 878 0.01 54 Yasmin M Mansuri 878 0.01 55 Nilam R Desai 878 0.01 56 Kanani Satishbhai B 878 0.01

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Sr. No. of Equity Shares % of Total Name of Shareholder No. Held Equity Holding 57 Malek Sarfaraz 878 0.01 58 Goltar Lalji L 878 0.01 59 Bataram Satyanarayana 1,757 0.01 60 Shaikh Mubin Saeed Bhai 732 0.01 61 Patel Pragnyeshbhai Bharatbhai 732 0.01 62 Shaikh Afraz A 796 0.01 63 Imran Lakkad 585 0.00 64 Priteshkumar V Dalal 585 0.00 65 Vipulkumar Navinchandra Amin 585 0.00 66 Patel Samir Iqbalbhai 585 0.00 67 Ravikumar Kanjibhai Goti 585 0.00 68 Shri Bhagavan Mahato 585 0.00 69 Khant Pratapbhai Malubhai 585 0.00 70 Quazi Ismat M 585 0.00 71 Nayna Mukeshkumar Doshi 585 0.00 72 Vanrajsinh Chandubha Sarvaiya 585 0.00 73 Sumitkumar Jayantibhai Bhadiyadra 585 0.00 74 Rasikbhai Kanjibhai Jani 585 0.00 75 Chandra Kant Mishra 585 0.00 76 Trivedi Toral Prakash 585 0.00 77 Dinga Yakoob Vali Mohmed 1,171 0.01 78 Chauhan Bhavsing Balu 585 0.00 79 Patel Imran Yusuf 585 0.00 80 Kapadia Jay Girishkumar 439 0.00 81 Avdhoot M Khambhalikar 439 0.00 82 Nasir Salim Shah 439 0.00 83 Patel Talha Hasanali 439 0.00 84 Manoj Ramakant Mishra 439 0.00 85 Janakkumar M Dhapa 366 0.00 86 Rajput Shambhoonathsingh D 366 0.00 87 Vanpariya Mayur Jamanbhai 366 0.00 88 Aavdabhai V Odedra 366 0.00 89 Malek Savaban Abdulrauf 292 0.00 90 Patel Tapasvi Subhashbhai 292 0.00 91 Shailesh Jagdishbhai Joshi 1,464 0.01 92 Ghanchi Gulammuhammad Muhyuddin 146 0.00 93 Memon Irsad F 292 0.00 94 Munshi Zahirahmed Gulammohammed 292 0.00 95 Patel Maqsud A R 292 0.00 96 Pathan Aminkhan Rafikkhan 292 0.00 97 Samir Kureshi 292 0.00 98 Patel Mohmmad Akram Siraj 292 0.00 99 Rukshar Mujaffar Sheikh 292 0.00 100 Pooja D Daberwala 292 0.00 101 Harunalrasid Yusuf Ranguni 292 0.00 102 Bharat Tapariya 292 0.00 103 Revar Sahdevsinh 292 0.00 104 Popaniya Somatbhai K 292 0.00 105 Bharatkumar Rameshbhai Vaja 292 0.00

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Sr. No. of Equity Shares % of Total Name of Shareholder No. Held Equity Holding 106 Jikadara Virag Vithalbhai 292 0.00 107 Gazalabanu F Pathan 292 0.00 108 Jai Ram Sah 292 0.00 109 Chatrabhuj Bhagvanjibhai Rajpara 585 0.00 110 Divyesh Rajeshkumar Kapadia 292 0.00 111 Dharmendra J Tanakhia 292 0.00 112 Aamirkhan Husainkhan Pathan 292 0.00 113 Ashish R Thanki 146 0.00 114 Jitendrasinh M Gohil 146 0.00 115 Sarvaiya Digvijaysinh Bharatsinh 146 0.00 116 Suresh Ramjibhai Jani 146 0.00 117 Sanjay D Karavadra 58 0.00 118 Kaushik Mulshankar Joshi 58 0.00 119 Tushar Dayalal Joshi 58 0.00 120 Jhaveri Arpit Sanjaykumar 292 0.00 121 Kela Radhika Kishanlal 907 0.01 122 Mahesh Chavda 146 0.00 123 Modan Bilal Ahmed 146 0.00 124 Parag D Badgujar 146 0.00 125 Solanki Dilipsinh Lalsinh 146 0.00 126 Parmar Ashvinkumar Maganbhai 146 0.00 127 Soni Punit Rajendrakumar 146 0.00 128 Shaileshkumar Rathod 146 0.00 129 Patel Muhammadhujaifa Hanif 146 0.00 130 Suresh Raviraj Narela 146 0.00 131 Harunbhai Satarbhai Shah 146 0.00 132 Sarvaiya Mahavirsinh Revtubha 146 0.00 133 Moyunuddin Gulamdastagir Shaikh 146 0.00 134 Lilabhai L Modhwadia 146 0.00 135 Bharatbhai Ravjibhai Parmar 146 0.00 136 Joshi Dipak Rajeshbhai 146 0.00 137 Bharadva Himanshu Dilipbhai 146 0.00 138 Shaikh Ibhrahim Kasambhai 146 0.00 139 Baraiya Babubhai Kanubhai 58 0.00 140 Chavda Hanubhai Bhagvanbhai 58 0.00 141 Keshwala Ranjitbhai Vejabhai 58 0.00 142 Batada Alabhai Surabhai 58 0.00 143 Kotia Kevin Jivanbhai 58 0.00 144 Pradipkumar Vinodrai Raiyani 146 0.00 145 Pavan kumar Manjhi 146 0.00 146 Vishalkumar Mulshankar Joshi 146 0.00 147 Mayur Mukeshbhai Chudasama 146 0.00 148 Pankaj Gaju Mavadiya 146 0.00 149 Sagar Kantilal Joshi 146 0.00 150 Ashvin G Maheta 146 0.00 151 Shamjibhai Chothabhai Joliya 146 0.00 152 Amitkumar H Joshi 146 0.00 153 Kodiyatar Chanabhai Rajabhai 146 0.00 154 Godhaniya Bharat Kara 146 0.00

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Sr. No. of Equity Shares % of Total Name of Shareholder No. Held Equity Holding 155 Bhatiya Keshur Dharnat 146 0.00 156 Jayesh Rambhai Kadchha 146 0.00 157 Gohil Vanraj Vaghbhai 146 0.00 158 Odheja Farunbhai 146 0.00 159 Gohil Gambhirsinh Bhikhubha 146 0.00 160 Khunt Jayeshbhai 146 0.00 161 Ghoniya Bhavin 146 0.00 162 Jay Nareshbhai Sheth 146 0.00 163 Gohil Hareshbhai S 146 0.00 164 Doshi Rakeshbhai Jamnadas 146 0.00 165 C M Kherala 146 0.00 166 Prashantbhai Dilipbhai Patel 146 0.00 167 Odedara Hothibhai Bhurabhai 146 0.00 168 Gaurav Gopalbhai Narela 146 0.00 169 Ramakant Sharma 146 0.00 170 Jigneshbhai K Pardava 146 0.00 171 Mahipatsinh Juvansinh Mer 146 0.00 172 Bhaliya Savaji M 146 0.00 173 Zapda Kanabhai Ghelabhai 146 0.00 174 Sarvaiya RajdipSinh Ranajisinh 146 0.00 175 Trivedi Chiragkumar Dilipbhai 146 0.00 176 Mandipsinh Sahdevsinh 146 0.00 177 Chirag Rameshbhai Borisagar 146 0.00 178 Chunni Lal 146 0.00 179 Makwana Mehulbhai Jasvantbhai 146 0.00 180 Jignesh Nanalal Jethwa 146 0.00 181 Gaurav Anilbhai Rathod 146 0.00 182 Buzruk Mohammed Mubassir Abdulsamad 58 0.00 183 Pittalwala Husain 58 0.00 184 Bhaliya Pratap Nagabhai 58 0.00 185 Gohil Janaksinh Vejubhai 58 0.00 186 Chauhan Shamjibhai G 58 0.00 187 Vala Mayur Dineshbhai 58 0.00 188 Baraiya Badhubhai Atubhai 58 0.00 189 Manoj Chothabhai Makwana 58 0.00 190 Vala Hardevsinh Bhikhubhai 58 0.00 191 K S Vala 58 0.00 192 Amit Jayantilal Shingadiya 58 0.00 193 Vijay Dave 58 0.00 194 Chavda Vikramsinh Bhojbhai 58 0.00 195 Dilipkumar Keshavlal Joshi 58 0.00 196 Anish Desai 585 0.00 Total 1,30,75,000 100.00%

Financial Information

The summary of audited financials of KPIGIL is as follows: (N in lacs, unless stated otherwise) As at March 31 Particulars 2018 2017 2016 2015

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Equity Capital 1294.44 550.00 350.00 300.00 Reserves and Surplus (excluding revaluation reserve) 3634.21 2278.10 940.10 89.41 Income including other income 3159.89 2602.09 2746.92 634.05 Profit/ (Loss) after tax 739.44 538.72 700.69 39.60 Earnings per share (face value of N 10 each) (in N) 6.06 14.40 23.25 1.32 Net asset value per share(in N) 38.07 51.42 36.86 12.89

Other Disclosures

The Equity Shares of KPIGIL are not listed on Stock Exchange.

KPIGIL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, KPIGIL does not have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

3) KP SOR-URJA LIMITED (HEREIN AFTER KNOWN AS “KPSUL”)

Corporate Information

KPSUL was incorporated under the Companies Act, 1956 as K P Personal Care Limited on July 04, 2011, in the state of Gujarat. A fresh Certificate of Incorporation upon change of name to KP Sor-Urja Limited was granted to KPSUL on February 27, 2015. Its registered office is situated at Shop No. HG/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – 395009. The main objects of KPSUL are –

• To establish and carry on the business of manufacturers, processors, producers, purchasers, sellers, multi level marketer blenders, makers researchers and dealers in cosmetics, perfumes, scents, sprays, nail polish, fragrances, powders, lavenders, tooth pastes, tooth powder, hair oils, facial kits, mosquito repellent coils, and vaporizers, cream, glycerine, pomades, shampoo, soap, soap powders, detergent and toilet requisites, and all kind FMCG, ayurvedic and herbal products and intermediates and their raw materials.

• To carry on business activities for trading, manufacturing, distribution, generation, transmission, supervisions and control of all types of power either wind farms, solar, etc. and / or to design, plan, manufacture, assemble, supply, erect, commission, test, maintain, trouble shooting, repair, service etc., of electrical and / or electronic goods, items, instruments, parts, spares, D. G. Sets, electrical control, switchgear panels, switches, cables, plugs, powers projects in industrial, commercial, residential, establishments etc., in part individual and / or composite key basis and to provide Consultancy, expert services, advises, designs, drawings in relation to supervision and control of power in India and abroad.

Interest of our Promoters

Our Promoter, Mr. Farukbhai Patel holds 69.96% shares of KPSUL.

Board of Directors

• Farukbhai Patel • Shailesh Joshi • Vinit Joshi

Shareholding Pattern

The shareholding pattern of KPSUL as on date of this Information Memorandum is as follows:

Sr. No. of Equity % of Total Equity Name of Shareholder No. Shares Held Holding 1 Farukbhai Gulambhai Patel 3,49,800 69.96% 2 Janak Purshottambhai Tailor 50,000 10.00% 3 Leeladhar Mohanlal Sarda 50,000 10.00%

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Sr. No. of Equity % of Total Equity Name of Shareholder No. Shares Held Holding 4 Muhammed Ibarahim Gulamabbas Mujawar 50,000 10.00% 5 Shailesh Jagdishbhai Joshi 100 0.02% 6 Vinit Shailesh Joshi 100 0.02% Total 5,00,000 100.00%

Financial Information

The summary of audited financials of KPSUL is as follows: (N in lacs, unless stated otherwise) As at March 31 Particulars 2017 2016 2015 Equity Capital 5.00 5.00 5.00 Reserves and Surplus (excluding revaluation reserve) (12.71) (9.29) (9.37) Income including other income 0.00 25.13 15.30 Profit/ (Loss) after tax (3.43) 0.08 (0.01) Earnings per share (face value of N 1 each) (in N) (0.69) 0.02 (0.00) Net asset value per share(in N) (1.54) (0.86) (0.87)

Other Disclosures

The Equity Shares of KPSUL are not listed on Stock Exchange.

KPSUL is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. Further, KPSUL does have a negative net-worth in the immediately preceding year.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company

4) KP HUMAN DEVELOPMENT FOUNDATION (HEREIN AFTER KNOWN AS “KPHDF”)

Corporate Information

KPHDF was incorporated under Section 8 of the Companies Act, 2013, as a Not for Profit, on March 20, 2015 in the state of Gujarat. Its registered office is situated at Shop No. A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat – 395009. The object pursued by KPHDF on its incorporation is To undertake, organize, conduct, support and work towards educational, cultural, research and development activities and to act as a forum for exchange of information, ideas, experience for related issues through various mediums and to organize seminars, workshops, caps to motivate and facilitate and to render assistance to needy for food and clothing and to facilitate willing to do similar help by providing a platform to them and to assist to the needy by providing free/ concessional medical aid and to render assistance to economically weak and deserving students in the area of education..

Interest of our Promoters

Our Promoter, Mr. Farukbhai Patel holds 70.00% of KPHDF.

Board of Directors

• Farukbhai Patel • Dhimantrai Joshi • Mohamedafraz Abdulrazak Shaikh

Shareholding Pattern

The shareholding pattern of KPHDF as on date of this Information Memorandum is as follows:

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Sr. No. of Equity % of Total Equity Name of Shareholder No. Shares Held Holding 1 Farukbhai Patel 7,000 70.00% 2 Dhimantrai Joshi 3,000 30.00% Total 10,000 100.00%

Financial Information

The summary of audited financials of KPHDF is as follows: (N in lacs, unless stated otherwise) As at March 31 Particulars 2017* 2016* 2015* Equity Capital 1.00 1.00 N.A Reserves and Surplus (excluding revaluation reserve) 0.00 0.00 N.A Income including other income Nil Nil N.A Profit/ (Loss) after tax Nil Nil N.A Earnings per share (face value of N 1 each) (in N) Nil Nil N.A Net asset value per share(in N) Nil Nil N.A * The Company was incorporated on March 20, 2015 * Since the Company has not yet started its operations and hence all the expenses incurred were Pre Operative expenses and therefore, the Statement of Profit and Loss Account had not been prepared.

Other Disclosures

KPHDF was incorporated in March 2015 only hence financial information of the Company is not available.

It is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.

There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against the Company.

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DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by our Board of Directors and approval by a majority of the shareholders at the General Meeting. The shareholders of our Company have the right to decrease, not to increase the amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends.

The details of the Dividend declared by our company are mentioned below:

For the year ended March 31, Particulars 2018 2017 2016 2015 2014 On Equity Shares Interim Final Fully Paid up Share Capital (N in lakhs) - 342 855 - - - Face Value (N) - 10 10 - - - Paid up value per share (N) - 10 10 - - - Rate of dividend - 10% 2% - - - Total Dividend - 34,20,000 17,10,000 - - - Corporate dividend tax on above - 6,96,250 3,48,116 - - -

Our Company does not have any formal dividend policy for the Equity Shares. The declaration and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of our Company at their discretion and will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general financial conditions, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.

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CORPORATE GOVERANANCE REPORT

(As on the date of this Information Memorandum)

In terms of SEBI (LODR) Regulations, 2015, the report containing details of corporate governance systems and processes at K.P. Energy Limited is as under:

1. Company’s Philosophy on Corporate Governance

The Company‘s Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency and fairness in all its transactions in the widest sense and meet its stakeholders‘ aspirations and societal expectations. The company is committed to achieve highest standards of corporate governance.

The Company has a well defined structure for ensuring that business conduct is fair and ethical and has put in place mechanism for reporting illegal and unethical behavior.

2. Board of Directors

The Board of Directors of the Company has an optimum combination of Executive and Non-Executive Directors as per SEBI (LODR) Regulations, 2015. The Board comprises of 6 Directors, out of which 2 Executive Directors, 2 Non- Executive Director and 2 Non-Executive Independent Directors. The Independent Directors take active part at the Board and Committee meetings, which adds value in the decision making process. The Company has a Non –Executive Women Director as a Chairperson.

The details of composition of Board, category of directors as well as their Directorship/membership in other companies/committees are given below:

The Board comprises of the following:

Sr. Executive / Non Independent / Name of Director Designation No Executive/Promoter non Independent Executive and 1 Farukbhai Patel Managing Director Non Independent Promoter Executive and 2 Ashish A Mithani Whole Time Director Non Independent Promoter 3 Raghavendra Rao Bondada Director Non Executive Independent 4 Sajesh Kolte Director Non Executive Independent 5 Bhadrabala Joshi Chairperson and Director Non Executive Non Independent 6 Bhupendra Vadilal Shah Director Non Executive Non Independent

Board Meetings and Attendance of Directors

During the year 2017-18 till the date of this IM, Thirteen (13) board meetings were held on May 16, 2017, July 08, 2017, August 05, 2017, August 28, 2017, September 23, 2017, November 14, 2017, January 04, 2018, March 16, 2018, March 31, 2018, May 02, 2018, May 30, 2018, August 30, 2018 and October 3, 2018.

Board Meetings during the *No. of Attendance Period Directorshi Members of in last Sr. Name of the (i.e. from p Committee AGM held Designation No. Director 01.04.2017 to the in other on date of this IM) limited September Attend companies Chairpers 29,2018 Held Member ed on Farukbhai Managing 1 13 13 2 2 0 Attended Patel Director Ashish A Whole Time 2 13 12 0 2 0 Attended Mithani Director

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Non-Executive Raghavendra 3 Independent 13 11 1 2 1 Attended Rao Bondada Director Non-Executive 4 Sajesh Kolte Independent 13 12 0 1 3 Attended Director Chairperson & Non-Executive Bhadrabala 5 Non- 13 13 1 1 0 Attended Joshi Independent Director Non-Executive Bhupendra Non 6 13 13 0 0 0 Attended Vadilal Shah Independent Director *Directorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, and foreign companies/Non profit companies.

3. Postal Ballot: -

The company has put the Resolution for issue of Bonus shares in ratio of 3:10 and increase in Authorised share capital from 10.60 crore to 12.50 crore, passing through Postal Ballot, results of which were declared on Monday, April 23, 2018. It has also put the Resolution for Migration of Company to Main Board of BSE for passing through Postal Ballot, results of which were declared on Wednesday, July 4, 2018.

4. Audit Committee

The Audit Committee consists of the two independent Directors and one Managing Director of the Company. The Audit Committee comprises of three members. The members are Mr. Sajesh Kolte (Chairman), Mr. Raghavendra Rao Bondada (Member) &Mr. Farukbhai Patel (Member). The Terms of reference of the Audit Committee are in accordance SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

During the year 2017-18 till the date of IM Eight (8) Meetings of Audit Committee were held on following dates:

• May 16, 2017; August 28, 2017; November 14, 2017; January 04, 2018; March 16, 2018, May 30, 2018 , August 30, 2018 and October 3, 2018

5. Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises of three members. The members are Mr. Sajesh Kolte (Chairman), Mrs. Bhadrabala Joshi (Member) and Mr. Raghavendra Rao Bondada (Member).

During the year 2017-18 till the date of IM, three meetings of Nomination & Remuneration Committee were held on August 28, 2017, May30, 2018 and August 30, 2018.

The terms of reference of Nomination & Remuneration Committee includes the following:

A. To recommend to the Board, the remuneration packages of the Company’s Managing/Joint Managing/ Deputy Managing/Whole time / Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

B. To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing/Joint Managing/ Deputy Managing/ Whole time/ Executive Directors, including pension rights and any compensation payment.

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Non-Executive Director’s Remuneration:

The Non-Executive Directors are paid remuneration by way of sitting fee. The Company pays sitting fees of M 2500 per meeting to Non Executive Director and Non-Executive Independent Directors for attending its Board Meeting and Committees’ Meeting Mr. Bhupendra Vadilal Shah holds 6500 equity shares in the Company as on the date of Information Memorandum.

Executive Director’s Remuneration

The details of remuneration paid to the directors during the financial year ended on 31st March, 2018 are as under:

Name Remuneration Commission Sitting Fees Total Mr. Farukbhai Patel 30,00,000 - - 30,00,000 Mr. Ashish A Mithani 30,00,000 - - 30,00,000

6. Stakeholders Relationship Committee

The Stakeholder Relationship Committee comprises of Mr. Raghavendra Rao Bondada (Chairman), Mr. Ashish Ashwin Mithani (Member) and Mr. Sajesh Bhaskar Kolte (Member).

During the year 2017-18 till the date of Information Memorandum, one meeting of Stakeholders Relationship Committee was held on March 16, 2018.

The terms of reference of Stakeholder Relationship Committee includes the following:

a) Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures; b) Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc; c) Issue of duplicate / split / consolidated share certificates; d) Allotment and listing of shares; e) Review of cases for refusal of transfer / transmission of shares and debentures; f) Reference to statutory and regulatory authorities regarding investor grievances; and g) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances.

During the year, no complaint was received from shareholders.

7. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. Sajesh Kolte (Chairman), Mr. Farukbhai Patel (Member) and Mr. Ashish A Mithani (Member).

During the year 2017-18 till the date of Information Memorandum, one meeting of Corporate Social Responsibility Committee was held on March 16, 2018.

The terms of reference of Corporate Social Responsibility Committee includes the following:

• To Recommend the amount of expenditure to be incurred on the activities herein before. • To monitor the implementation of Corporate Social Responsibility Policy of the Company from time to time. • The CSR Committee shall arrange to provide all required inputs to undertake CSR activities and shall review all Social initiatives. The CSR committee shall update the Board of Directors on periodically.

GENERAL BODY MEETING:

1. Annual General Meetings

The details of Annual General Meetings held during the last three years and special resolutions passed thereat are as follows:

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FINANCIAL SPECIAL RESOLUTION AGM DATE & TIME VENUE YEAR PASSED I. Ratification of remuneration of cost auditor.

II. Increase in borrowing power of the company under section 180(1)(c) ofcompanies act, 2013

III. authority to create Irish Hall (6th floor) security on the property Avadh Utopia, Opp. Saturday, September 29, of the company in favour 9th 2018 Airport, Nr. DPS School, 2018 at 11:00 A.M of the lenders under Off Dumas Road, Surat section 180(1)(a) of 394 550 Companies act, 2013

IV. increase in the limit of providing guarantee to any boady corporate, bank or financial institution under section 186 of companies act, 2013

I. Increase in Authorised Share Capital of the Company and consequent alteration in the Memorandum of Association of the Company.

II. Approval of ‘K.P. Energy Limited Employee Stock Option Plan Tranche – I’

III. Issue of Equity shares to the employees of the subsidiary companies under K.P. Energy Limited Hotel Lords Plaza, Ring Saturday, September 23, Employees Stock Option 8th 2017 Road, Near Delhi Gate, 2017 at 11:00 A.M Plan Tranche - I: Surat, Gujarat - 395003 IV. Approval under Section 180(1)(a) of Companies Act, 2013.

V. Revision in Remuneration payable to Mr. Farukbhai Gulambhai Patel (DIN: 00414045), Managing Directorof the Company

VI. Revision in Remuneration payable to Mr. Ashish Ashwin Mithani (DIN: 00152771), Whole Time Director ofthe Company

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I. Increase in borrowing power of the company.

II. Increase in limits of providing Guarantee to any BodyCorporate, Bank and Hotel Lords Plaza, Ring Financial Institutions. Monday, September 19, 7th 2016 Road, Near Delhi Gate, 2016 at 11:00 A.M III. Appointment of Mr. Surat, Gujarat - 395003 Bhupendra Vadilal Shah as Non-Executive Director of the company.

IV. Appointment of Statutory Auditor to fill casual vacancy.

8. Disclosures

a) Related Party Transaction:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given under notes to Accounts.

b) Statutory Compliance, Penalties and Structures:

The Company has complied with the requirements of the Stock Exchanges / SEBI / and Statutory Authorities to the extent applicable, and accordingly no penalties have been levied or strictures have been imposed on the Company on any matter related to capital markets during the last three years.

c) Whistle Blower Policy:

Company has made a formal Whistle Blower Policy pursuant to provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which provides detailed procedure to protect the interest of employees of the company and that no personnel has been denied to access to the Audit Committee.

d) Proceeds from the Initial Public Offer of the Company:

The Details about the utilization of the proceeds raised through Initial Public Offer of equity shares of the Company are disclosed to the Audit Committee. The Company has not utilized these funds for the purposes other than those mentioned in the Information Memorandum of the Company.

e) Reconciliation of Share Capital Audit:

In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit is carried out on a quarterly basis by auditors to confirm that the aggregate number of equity shares of the Company held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form tally with the total number of issued, paid-up, listed and admitted capital of the Company.

9. Means of Communication:

The half yearly financial results are regularly submitted to the Stock Exchange in accordance with SEBI (LODR) Regulations, 2015 and also uploaded on the Company’s website – http://www.kpenergy.in. The official news, release, presentation that may be made to the Shareholders at the Annual General Meeting and the presentation as may be done to the analysts are posted on the Company’s website – http://www.kpenergy.in

10. General Shareholder Information:

Sr.No. Salient items of interest Particulars i. AGM Date, time and venue -

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Sr.No. Salient items of interest Particulars The Financial Year of the Company is from April 1st to March 31st of the ii. Financial year following year. iii. Date of Book closure - iv. Dividend Payment Date - v. Listing on stock Exchange The Company’s equity shares are listed on SME Platform of BSE Limited. vi. Stock Code / Symbol 539686 Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building,Opp. Vasant Oasis, Makwana Road, Registrar & Share Transfer Marol, Andheri East, Mumbai – 400059. vii. Agent Tel: 022-62638200, Fax: 022-62638299 Website: www.bigshareonline.com Email: [email protected] In respect of shares held in dematerialized mode, the transfer takes place viii. Share Transfer System instantaneously between the transferor, transferee, and the Depository Participant through electronic debit/credit of the accounts involved As on this date of IM 99.93% of the total issued, subscribed and paid-up Dematerialization of shares ix. equity share capital of the Company is in Dematerialized form. The equity and liquidity Shares of the Company are regularly traded on the BSE Limited. Outstanding GDRs/ADRs/warrants or any x. convertible instruments, Nil conversion dateand likely impact on equity xi. Plant Location Not applicable A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat, xii. Address for correspondence Gujarat 395009.

xiii. Market Price Data

Market price data on SME Platform of Bombay Stock Exchange Limited (BSE SME) are given below: (In N per share) Month High (N) Low (N) Close (N) April 2017 154.85 122.00 140.55 May 2017 190.65 117.00 178.15 June 2017 224.00 161.00 211.00 July 2017 239.30 201.00 238.95 August 2017 263.00 220.00 250.00 September 2017 370.00 271.05 295.00 October 2017 345.00 265.00 305.00 November 2017 314.90 237.20 270.00 December 2017 300.00 262.00 279.00 January 2018 275.00 235.00 255.00 February 2018 299.00 205.05 232.00 March 2018 230.00 164.05 205.00 April 2018 339.00 201.00 289.00 May 2018 275.00 214.00 219.35 June 2018 261.75 197.00 230.00 July 2018 259.75 176.00 221.00 August 2018 231.00 183.30 211.00 September 2018 280.00 190.05 266.00

REGISTERED OFFICE & CORRESPONDENCE ADDRESS:-

K.P. Energy Limited A-1/2, Firdos Tower, Behind Fazal Shopping Centre,

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Adajan Patia, Surat, Gujarat -395009 Tel: 0261-2764757 Fax: 0261-2764757 Email Id:[email protected] Website: www.kpenergy.in

INVESTOR’S CORRESPONDENCE MAY BE ADDRESSED TO:

Mr. Karmit Sheth A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat, Gujarat -395009 Tel: 0261-2764757 Fax: 0261-2764757 Email Id: [email protected] Website: www.kpenergy.in

Or

Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri East, Mumbai-400059 Maharashtra Tel: 022-62638200 Fax: 022-62638299 Website: www.bigshareonline.com Email: [email protected]

Transaction with Non Executive Director

The Non executive Directors of the company do not have any material pecuniary relationship or transaction vis-a-vis company.

Auditors’ Detail

M/s. K A Sanghavi & Co LLP Firm No. 120846W / W100289 Membership No. 109277 Address: 1001-1002-1003, Rajhans Bonista, Ram Chowk., Ghod-Dod Road, Surat-395007 Tel. No.: +91 – 261 – 2653167 Email: [email protected]

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SECTION V – FINANCIAL INFORMATION

Independent Auditor’s Report

To the Members of K. P. ENERGY LIMITED

Report on the Consolidated Financial Statements

We, K A SANGHAVI & CO. LLP, have audited the accompanying Consolidated Financial Statements of K. P. ENERGY LIMITED (hereinafter referred to as "the Holding Company”), its Subsidiaries in India (the Holding Company, its subsidiaries together referred as "the Group") and its associates which comprise the Consolidated Balance Sheet as at 31 March 2018, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Consolidated Financial Statements").

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated Financial Statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of the Associates are responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of preparation of the Consolidated Financial Statements by the directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the Consolidated Balance Sheet, of the state of affairs of the Group and its associates as at March 31, 2018; b) In the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and c) In the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date. The Consolidated Financial Statements include the results of following entities : 1. K. P. Energy Limited (Holding Company) 2. K P Energy Mahuva Windfarms Private Limited (Subsidiary) 3. Ungarn Renewable Energy Private Limited (Subsidiary) 4. Windfarm Developers Private Limited (Subsidiary) 5. Evergreen Mahuva Windfarms Private Limited (Subsidiary) 6. Miyani Power Infra LLP (Subsidiary) 7. Manar Power Infra LLP (Subsidiary) 8. Mahuva Power Infra LLP (Subsidiary) 9. Belampar Power Infra LLP (Subsidiary) 10. Hajipir Renewable Energy LLP (Subsidiary) 11. Vanki Renewable Energy LLP (Subsidiary).

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report to the extent applicable, that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b. In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept by the Group and its associates so far as appears from our examination of those books. c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Consolidated Financial Statements d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e. On the basis of written representations received from the Directors of the Holding Company as on 31 March, 2018, taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company incorporated in India, none of the directors of Group Companies are disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act. f. With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of the Group, refer to our separate report in "Annexure A" which is based on the auditor’s report of the company and its subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of those companies, for the reasons stated therein and g. With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to our best of our information and according to the explanations given to us:

i. The Group has no pending litigations, which would impact its financial position.

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ii. The Group did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to Investor Education and Protection fund by the Group. However, the company has transferred the amount of Dividend of Rs. 17,10,000/- declared as final dividend at Re. 0.20 per share in AGM Dt. 23/09/2017 in separate bank account after the prescribed time limit as specified U/S. 123 of The Companies Act, 2013 and also out of total dividend declared and paid, Rs. 250/- were unclaimed dividend which was also transferred to separate bank account after the prescribed time limit as per Sec. 124 of The Companies Act, 2013.

FOR ON BEHALF OF K A Sanghavi And Co LLP Chartered Accountants FRN : 120846W / W100289

Sd/- (Amish Ashvinbhai Sanghavi) Membership No: 101413

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“Annexure – A” to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of K. P. ENERGY LIMITED as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of K. P. ENERGY LIMITED (hereinafter referred to as the “Holding Company”) and its subsidiary companies which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company and its subsidiary companies and associates which is the company and associates incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Opinion

In our opinion, the Holding Company and its subsidiary companies and associates which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. However, we are of the opinion that the company can make the Internal Controls on Financial Reporting more adequate and more effective considering the inherent risk and nature and size of the business activities carried out by the company.

FOR ON BEHALF OF K A Sanghavi And Co LLP Chartered Accountants FRN : 120846W / W100289

Sd/- (Amish Ashvinbhai Sanghavi) Membership No: 101413

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CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2018 (In N) Particulars Note 31/03/2018 31/03/2017 EQUITY AND LIABILITIES Shareholders’ funds Share capital 3 8,55,00,000.00 8,55,00,000.00 Reserves and surplus 4 26,19,35,731.84 24,31,53,471.34 Money received against share warrants - - 34,74,35,731.84 32,86,53,471.34

Share application money pending allotment - - Minority Interest 2,02,000.00 1,50,000.00

Non-current liabilities Long-term borrowings 5 30,94,12,558.00 15,15,77,939.27 Deferred tax liabilities (Net) 6 8,53,95,908.14 6,63,62,798.00 Other Long term liabilities 7 14,32,85,025.69 17,60,44,609.69 Long-term provisions - - 5,38,0,93,491.83 39,39,85,346.96

Current liabilities Short-term borrowings 8 5,87,97,230.64 2,43,01,285.24 Trade payables 9 33,93,44,056.86 19,32,53,425.92 Other current liabilities 10 7,28,32,843.56 8,08,43,787.54 Short-term provisions 11 2,44,01,819.00 1,96,04,272.00 49,53,75,950.06 31,80,02,770.70

TOTAL 1,38,11,07,173.73 1,04,07,91,589.00 ASSETS Non-current assets Fixed assets Tangible assets 12 84,50,96,655.00 50,28,46,407.00 Intangible assets - - Capital work-in-progress 13 8,29,64,475.00 17,85,00,000.00 Intangible assets under development - - 92,80,61,130.00 68,13,46,407.00 Non-current investments - - Deferred tax assets (net) - - Long-term loans and advances 14 18,80,637.00 18,46,518.00 Other non-current assets - - 92,99,41,767.00 68,31,92,925.00 Current assets Current investments - - Inventories 15 11,72,65,648.38 4,54,90,110.00 Trade receivables 16 15,14,04,525.48 25,62,66,503.01 Cash and cash equivalents 17 8,53,22,593.90 1,96,65,263.32 Short-term loans and advances 18 9,26,76,278.00 2,93,08,523.70 Other current assets 19 44,96,360.97 68,68,263.97 45,11,65,406.73 35,75,98,664.00

TOTAL 1,38,11,07,173.73 1,04,07,91,589.00

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

(In N) Particulars Note 31/03/2018 31/03/2017 Revenue from operations 20 60,09,44,307.82 1,12,98,36,365.50 Other income 21 14,31,138.96 4,15,977.50 Total Revenue 60,23,75,446.78 1,13,02,52343.00

Expenses Cost of materials consumed 22 30,38,74,274.70 64,73,70,828.23 Purchases of Stock-in-Trade - - Changes in inventories of finished goods - - work-in-progress and Stock-in-Trade Employee benefits expense 23 5,49,19,642.00 3,65,42,747.00 Finance costs 24 3,42,58,688.68 1,99,80,387.56 Depreciation and amortization expense 25 2,87,94,878.00 1,23,51,323.00 Other expenses 26 14,26,90,467.76 15,40,49,003.92 Total expenses 56,45,37,951.14 87,02,94,289.71

Profit before exceptional, extraordinary and prior period 3,78,37,495.64 25,99,58,053.29 items and tax Exceptional items - - Profit before extraordinary and prior period items and tax 3,78,37,495.64 25,99,58,053.29 Extraordinary Items - - Profit before prior period items and tax 3,78,37495.64 25,99,58,053.29 Prior Period Items 27 (22,125.00) 10,09,858.08 Profit before tax 3,78,15,370.64 26,09,67,911.37 Tax expense: 28 Current tax - 4,71,60,962.00 Deferred tax 1,90,33,110.14 4,48,62,464.00 Profit/(loss) for the period from continuing operations 1,87,82,260.50 16,89,44,485.37 Profit/(loss) from discontinuing operations - - Tax expense of discontinuing operations - - Profit/(loss) from Discontinuing operations (after tax) - - Profit/(loss) for the period 1,87,82,260.50 16,89,44,485.37 Earnings per equity share: 29 Basic 2.20 19.76 Diluted 2.20 19.76

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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

Particulars 31ST MARCH 2018 31ST MARCH 2017 Cash flow from operating activities Profit / (loss) before tax and exceptional items 3,78,15,370.64 26,09,67,911.37 Adjustments for : Depreciation 2,87,94,878.00 1,23,51,323.00 Bad debts written off 3,68,650.00 Preliminary and pre operative expenses written off 19,44,920.00 19,44,920.00 Loss on sale of Fixed Assets 2,76,018.00 3,55,304.00 Depreciation (prior period) (14,45,507.58) Bank Fd interest (accrued) (4,91,466.00) Operating profit / (loss) before working capital change 68,31,186.64 2,74,51,134.79 Movements in working capital (Increase) / decrease in inventories (7,17,75,538.38) 85,43,078.00 (Increase) / decrease in sundry Debtors 10,48,61,977.53 (17,93,86,260.28) (Increase) / decrease in short term advances and loans (3,56,24,185.30) (4,92,256.80) (Increase) / decrease in long term Loan and advances (34,119.00) (79,137.00) (decrease) / Increase in trade payables 14,60,90,630.94 8,75,51,354.12 (decrease) / increase in other current liabilities (80,10,943.98) 5,72,79,550.98 (decrease) / increase in other long term liabilities (3,27,59,584.00) 15,13,86,084.69 Cash (used in) / generated from operating activities 17,15,79,424.45 39,88,53,548.50 Direct tax paid, net (17,169,459.00) (38,744,970.00) Net cash (used in) / generated from operating activities ( A ) 15,44,09,965.45 36,01,08,578.50 Cash flow from investing activites Payment for purchase of fixed asset including capital work in (27,92,71,333.00) (43,96,78,197.00) progress Proceeds from sale of fixed assets 1,94,000.00 11,81,500.00 Investments in subsidiaries / associates Loans repaid by / (granted to) subsidiaries, net Net cash (used in) / generated from investing activities ( B ) (27,90,77,333.00) (43,84,96,697.00) Cash flow from financing activities Proceeds from issuance of share capital Addition in Security Premium Minority interest 52,000.00 3,000.00 Proceeds / (repayment) from short term borrowings, net 3,44,95,945.40 1,26,68,053.32 Proceeds / (repayment) from long term borrowings, net 15,78,34,618.73 7,44,72,318.27 Equity dividend distribution tax paid (3,48,116.00) (6,96,250.00) Dividend Paid (17,09,750.00) (34,20,000.00) Net cash (used in) / generated from financing activities ( C ) 19,03,24,698.13 8,30,27,121.59 Net Increase / (decrease) in cash and cash equivalent (A+B+C) 6,56,57,330.58 46,39,003.09 Cash and cash equivalent at the beginning of the year 1,96,65,263.32 1,50,26,260.23 Cash and cash equivalent at the end of the year 8,53,22,593.90 1,96,65,263.32

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NOTES TO CONSOLIDATED FIANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

1. CORPORATE INFORMATION :

K.P. Energy Limited (“the Company”) was incorporated on 08/01/2010 as a Private Limited company and later on converted in Public Limited company domiciled in India. Its shares are listed on BSE SME platform. The company is primarily engaged in Wind Farm development, development of Wind Mills and allied services related to it along with generation of electricity through wind mill.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

(i) Basis of preparation of Financial Statements : The consolidated financial statements comprise the financial statements of K P Energy Limited and its subsidiaries (together referred to as the Group) and its associates. The consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on accrual basis, except in case of assets for which provision for impairment for certain financial instruments which are measured at fair value. All amounts included in the financial statements are reported in absolute figures of Indian Rupees.

(ii) Presentation and disclosure of financial statements : During the year end 31ST March 2018, the Group has presented the financial statements as per the Schedule III notified under the Group Act, 2013. The Group has also reclassified the previous figures in accordance with the requirements applicable in the current year.

(iii) Principles of consolidation: The consolidated financial statements of the Group are prepared in accordance with Accounting Standard 21 – ‘Consolidated Financial Statements’, Accounting Standard 23 – ‘Accounting for Investments in Associates in Consolidated Financial Statements’ as notified by the Rules. The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the Company for its standalone financial statements.

Subsidiaries Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra group balances and intra group transactions. The unrealised profits or losses resulting from the intra group transactions and intra group balances have been eliminated.

The excess of the cost to the Company of its investment in the subsidiaries over the Company's portion of equity on the acquisition date is recognised in the financial statements as goodwill and is tested for impairment annually. The excess of Company’s portion of equity of the subsidiary over the cost of investment therein is treated as capital reserve.

The Company’s portion of the equity in the subsidiaries at the date of acquisition is determined after realigning the material accounting policies of the subsidiaries to that of the parent and the charge/(reversal) on account of realignment is adjusted to the accumulated reserves and surplus of the subsidiaries at the date of acquisition.

The consolidated financial statements are prepared using uniform accounting policies for like transactions and events in similar circumstances and necessary adjustments required for deviations, if any to the extent possible unless otherwise stated, are made in the consolidated financial statements and are presented in the same manner as the Company’s standalone financial statements.

Share of minority interest in the net profit is adjusted against the income to arrive at the net income attributable to shareholders of the parent Company. Minority interest’s share of net assets is presented separately in the balance sheet.

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If the losses attributable to the minority in a consolidated subsidiary exceed the minority's share in equity of the subsidiary, then the excess, and any further losses applicable to the minority, are adjusted against the Group's interest except to the extent that the minority has a binding obligation to, and is able to, make good the losses. If the subsidiary subsequently reports profits, all such profits are allocated to the Group's interest until the minority’s share of losses previously absorbed by the Group has been adjusted.

A change in the ownership interest of a subsidiary, without a loss of control is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: a. Derecognises the assets (including goodwill) and liabilities of the subsidiary; b. Derecognises the carrying amount of any minority interest; c. Derecognises the cumulative translation differences, recorded in foreign currency translation reserve; d. Recognises the value of the consideration received; e. Recognises the value of any investment retained; f. Recognises any surplus or deficit in profit or loss;

Associates The Group’s investment in its associate is accounted for using the equity method. An associate is an entity in which the Group has significant influence.Under the equity method, the investment in the associate is carried in the balance sheet at cost plus post acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. The statement of profit and loss reflects the share of the results of operations of the associate. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.

After application of the equity method, the Group determines whether it is necessary to recognise decline, other than temporary, in the value of the Group’s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case the Group calculates the amount of provision for diminution as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the statement of profit and loss.

(iv) Use of estimates : The preparation of financial statements in conformity with Indian GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, if any at the end of the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

(v) Tangible Fixed Assets (AS 10) : Tangible Fixed assets are carried at cost of acquisition and other applicable costs less accumulated depreciation and accumulated impairment loss, if any. The cost of fixed assets includes cost of acquisition plus, any freight, taxes, duties and other incidental expenses that are directly attributable to bring the assets to their working conditions for their intended use. Borrowing costs directly attributable to the qualifying assets are capitalized as part of the cost. The costs of internally generated assets comprise direct costs attributed to the generation of the assets

Capital work in progress, if any comprises of the cost of fixed assets that are not yet ready for their intended use at the balance sheet date. Assets held for disposal, if any are stated at the lower of net book value and the estimated net realizable value.

When parts of the items of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to the property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the company and the cost of the item can be measured reliably.

Gain / loss arising from de-recognition / sale / disposal of fixed assets are measured as the difference between the net disposal / sale proceeds and the carrying amount of the assets and are recognized in the statement of profit or loss when the asset is derecognized / disposed off.

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Advances paid towards the acquisition of fixed assets, if any outstanding as of balance sheet date is disclosed under long term loans and advances. No assets have been revalued during the year.

(vi) Intangible Assets : Intangible assets are stated at the consideration paid for acquisition less accumulated amortization and accumulated impairment losses, if any. Intangible assets, if any are amortised on a straight line basis over the estimated useful economic life.

(vii) Borrowing Costs (AS 16): Loan processing charges paid to Bank for Term Loans have been charged to respective assets account since the same are attributable to the acquisition of qualifying assets as per the requirements of AS 16.Borrowing cost primarily includes interest and amortisation of ancillary costs incurred in connection with the arrangement of borrowings.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

(viii) Depreciation / Amortization (AS 6): Depreciation on tangible fixed assets is calculated on the Straight Line Method (SLM) based on the useful lives and residual values estimated by the management in accordance with Schedule II to the Companies Act, 2013.

The identified components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset. Intangible assets, if any are amortized on a straight line basis over the estimated useful economic life. No assets have been revalued during the year.

(ix) Impairment of tangible and Intangible Assets (AS 28): As per the estimates made by the management and as per the various assessments made by the management, there were no indicators whether internal or external (as provided in para 8 of AS 28) which has led to the impairment loss to any assets. Since there are no such indicators which suggest that the net value of the assets would fall significantly by passage of time and normal use, the company has not provided for any impairment loss for any assets during the current financial period.

The company has chosen the “value in use” technique and as per the measurement of future cash flow, the management is of the opinion that the future cash flow and the terminal value of the assets would not be significantly less than the carrying value and hence no impairment for any assets has been provided for in the financial statements. No reversal of impairment loss has been recognized in the Profit & loss Account. Since the company has not carried out the activities in segments, the impairment loss or reversal of the impairment loss has not been provided for the segments. In the opinion of the Board of Directors and to the best of their knowledge and belief the aggregate value of the current assets , loans and advances on realization in the ordinary course of business, will not be less than the amount at which they are stated in the Balance Sheet.

(x) Investments (AS 13): Investments which are readily realisable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued.

Current investments are carried in the financial statements at lower of cost and fair value determined in respect of each category of the investments. Long-term investments are carried at cost. However, provision for diminution in value, if any is made to recognise a decline other than temporary in the value of the investments. On disposal of an investment, if any, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

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(xi) Government grants and subsidies (AS 12): Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) the grant / subsidy will be received.

When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected useful life of the related asset. During the year, the Group has not applied for any Grants / subsidies related to the Revenue or specific Fixed Assets nor the Group has received any such Grants / subsidies during the year.

(xii) Inventories (AS 2): Inventories of materials including stores and spares and consumables, packing materials, components, work- in-progress, project work-in-progress. Inventories except work in progress are valued at the lower of cost and estimated net realisable value. Inventory of power is recognized at net realizable value. Cost in case of work in progress is determined on the basis of the actual expenditure attributable to the said work till the end of the reporting period.

(xiii) Revenue recognition (AS 9): Revenue comprises sale of materials, sale of power generated by the Group, service income, interest. Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and that the revenue can be reliably measured. The Company collects sales taxes, Service tax, value added taxes (VAT), GST as applicable on behalf of the government and therefore, these are not economic benefits flowing to the Group. Hence, they are excluded from revenue.

Sales: Revenue from sale of goods is recognised in the statement of profit and loss when the significant risks and rewards in respect of ownership of goods has been transferred to the buyer as per the terms of the respective sales order, and the income can be measured reliably and is expected to be received.

Sale of Power: Revenue from sale of power is recognized as and when significant certainty as to the measurability and collectability exists and actual billing is made to the customers once the actual consumption of power is confirmed from the regulatory authorities and customers.

Revenue from Infrastructure Development and Work Contract Income: Contracts to deliver wind power systems (turnkey and projects involving installation and / or commissioning apart from supply) are recognised in revenue based on the stage of completion of the individual contract using the percentage completion method and accordingly the customers are billed after taking into account the conditions of Work Order provided the order outcome as well as expected total costs can be reliably estimated.

Interest Income: Interest incomes are recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(xiv) CENVAT, Gujarat VAT Credit & GST : CENVAT, Gujarat VAT credit, Service tax credit and GST credit available on purchase of materials, purchase of capital goods and input services is not charged to cost of material, capital goods and services. CENVAT VAT credit, service tax credit and GST Credit availed is accounted by way of adjustment against VAT payable, Service tax payable, GST payable on dispatch of finished goods or service tax payable and GST payable on rendering of services.

(xv) Retirement and other Employee benefits (AS 15) : Defined contributions to Provident Fund are charged to the statement of Profit & Loss of the year, when the employee renders the related service. There are no other obligations other than the contribution payable to the respective statutory authorities.No retirement benefits have been paid to any employee during the year by the company. Retirement benefits in the form of Gratuity and other long term / short term employee benefits have not been provided in the financial statements.

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(xvi) Foreign Exchange Transactions (AS 11): The Group has not entered into any Foreign Exchange Transactions during the year under consideration. The Group has not entered into any forward exchange contracts during the year.

(xvii) Taxation (AS 22): Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each reporting date, the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognises MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward.

In the year in which the Company recognises MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT credit entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period in future. Separate and detailed calculation of deferred tax is appended in these notes.

(xviii) Provisions and contingent liabilities, Contingent assets (AS 29): A provision is recognised when the Group has a present obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made of the amount of obligation. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These estimates are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Provisions of various expenses are recognized in the financial statements since there exists present obligations as a result of event and the expenses are accrued and incurred during the year.

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The opening balance of provisions is used during the year against the payments during the year. The closing balances of provisions are the expenses accrued during the year and provided.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably.

The Group does not recognise a contingent liability but discloses its existence in the financial statements unless the possibility of an outflow is remote. A contingent asset is not recognized in the financial statements and hence not disclosed.

(xix) Earning / (loss) per share (AS 20) : Basic earnings / (loss) per share are calculated by dividing the net profit / (loss) for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.

The weighted average number of equity shares outstanding during the period are adjusted for any bonus shares issued during the year and also after the balance sheet date but before the date the financial statements are approved by the board of directors for the purpose of calculating diluted earnings / (loss) per share. The net profit / (loss) for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

The number of equity shares and potentially dilutive equity shares are adjusted for bonus and right issue as appropriate. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

(xx) Cash and Cash Equivalents : Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand, cheques on hand and short-term investments with an original maturity of three months or less.

(xxi) Operating leases : Where the Group is a lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on the basis of the lease (rent agreements). Initial direct costs such as legal costs, brokerage costs, etc. if any, are recognised immediately in the statement of profit and loss.

3. Share Capital (In N) Particulars 31/03/2018 31/03/2017 Authorised 1,06,00,000 (1,05,00,000)Equity Shares FULLY PAID UP of N 10/- Par 10,60,00,000.00 10,50,00,000.00 Value 10,60,00,000.00 10,50,00,000.00 Issued 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par Value 8,55,00,000.00 8,55,00,000.00 8,55,00,000.00 8,55,00,000.00 Subscribed 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par Value 8,55,00,000.00 8,55,00,000.00 8,55,00,000.00 8,55,00,000.00 Paid-up 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par Value 8,55,00,000.00 8,55,00,000.00 Fully Paid up 8,55,00,000.00 8,55,00,000.00

Holding More Than 5% Particulars 31/03/2018 31/03/2017

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Number of Share % Held Number of Share % Held Ashish Ashwin Mithani 11,40,646 13.34 11,40,646 13.34 Farukbhai Gulambhai Patel 41,56,250 48.61 41,56,250 48.61 Veer Value Ventures LLP 5,00,000 5.85 5,00,000 5.85

Share Holders Holding More Than 5 % Equity Shares In The Company: As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. The company has no holding company.

Details Of Shares For Preceding Five Years Particulars 31/03/2018 31/03/2017 31/03/2016 31/03/2015 31/03/2014 Number Of Equity Shares Bought Back 0 0 0 0 0 Number Of Preference Shares Redeemed 0 0 0 0 0 Number of Equity Share Issue as Bonus Share 0 51,30,000 15,00,000 0 0 Number of Preference Share Issue as Bonus 0 0 0 0 0 Share Number of Equity Shares Allotted For 0 0 0 0 0 Contracts Without Payment Received In Cash Number of Preference Shares Allotted For 0 0 0 0 0 Contracts Without Payment Received In Cash

Reconciliation 31/03/2018 31/03/2017 Particulars Number of Number of Share Amount Amount Share Number of shares at the beginning 85,50,000 8,55,00,000.00 34,20,000 3,42,00,000.00 Add : Issue 0 0.00 51,30,000 5,13,00,000.00 Less : Bought Back 0 0.00 0 0.00 Others 0 0.00 0 0.00 Number of shares at the end 85,50,000 8,55,00,000.00 85,50,000 8,55,00,000.00

Terms / Rights Attached To Equity Shares The Company has only one class of equity shares having a par value of Rs 10 each. Each holder of equity shares is entitled to one vote per share. During the year the company has not declared in interim dividend nor proposed any final dividend. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Details of convertible securities: The company has not issued any securities convertible into equity or preference shares.

Details Of Shares Reserved For Employees Stock Options: The company has not reserved any shares for employees’ stock options.

4. Reserve and Surplus (In N) Particulars 31/03/2018 31/03/2017 Securities Premium Opening 8900000.00 60200000.00 Adjusted Bonus Shares (0.00) (51300000.00) TOTAL (A) 8900000.00 8900000.00

Profit and Loss Opening 234253471.34 71483351.97 Amount Transferred From Statement of P&L 18782260.50 168944485.37 Appropriation and Allocation: Interim Dividend 0.00 3420000.00 Final Dividend 0.00 1710000.00 Equity Dividend Distribution Tax 0.00 1044366.00

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(0.00) (6174366.00) TOTAL (B) 253035731.84 234253471.34 TOTAL (A+B) 261935731.84 243153471.34

5. Long Term Borrowings: (In N) Particulars 31/03/2018 31/03/2017 Term Loan Banks Secured Rupee AXIS BANK BATCHING PLANT LOAN 7,00,255.00 21,41,377.00 AXIS BANK CONCRETE PUMP LOAN. 0.00 7,46,170.00 SBI TERM LOAN 5,99,54,265.00 6,36,06,210.00 SBI TERM LOAN(NEW) 6,47,01,185.00 7,94,17,425.00 SIDBI TERM LOAN 1 8,73,35,839.00 0.00 SIDBI TERM LOAN 2 9,05,50,602.00 0.00 STATE BANK OF INDIA CAR LOAN 7,85,412.00 13,30,174.00 Financial Institution Unsecured Rupee CAPITAL FIRST LTD 0.00 24,51,575.47 MAGMA FINCORP LTD 0.00 7,70,344.80 TATA CAPITAL FINANCE SERVICES LTD 0.00 9,29,663.00 Loan and Advances From Related Parties Unsecured Director Ashish Mithani 10,80,000.00 80,000.00 Faruk Patel 3,05,000.00 1,05,000.00 Dheeraj Jain 40,00,000.00 0.00 TOTAL 30,94,12,558.00 15,15,77,939.27

Long term borrowings: The Group has outstanding balance of term loan from SBI N 12.47 Crores (14.30 Crores), and Axis Bank N 7 lakhs (N 28.88 Lakhs) which are secured by first pari passu charge on all fixed assets created out of Bank finance. The loan of SBI is further secured by collateral securities of various flats of KPI Global Infrastructure Ltd., and immovable properties of the director and family members of the Directors, Other fixed assets of the Group including Plant and machineries, lands situated at various places and bank FD. The borrowings are further secured by personal guarantee of Directors and family members of directors along with corporate guarantee of KPI Global infrastructure Ltd. Loans from Axis bank are secured against the respective assets for which the loans were sanctioned by the bank. Other long term loans from Capital First Ltd., Magma Fincorp Ltd., and Tata Capital Finance Services Ltd. are unsecured loans.

Vehicle loan of N 7,85,412 (N 13,30,174) of which N 5,71,356/- (N 5,14,093) classified as Current maturities of long term debt is secured against vehicle under hire purchase contract. During the year company has taken 2 new term loans from SIDBI and outstanding balance is N 17.79 Crores (N NIL) for setting up wind mills at Sathara, Bhavnagar and Rinawada, Porbandar. The amounts of all terms loans are the amounts which are left after classifying the amounts under Current maturities of long term debt. (Amounts are in Lakhs) Principal Rate of Tenure Monthly Loan Details Loan Security Offered Interest (Months) Instalment Amount ICICI Bank 19.00 16.99 36 0.68 NIL Capital First Limited 75.19 19.00 36 4.57 NIL Magma Fincorp Ltd. 50.00 19.18 24 3.37 NIL Tata Capital Finance services 35.00 18.05 36 1.96 NIL Ltd. State Bank of India (Car Loan) 7.00 9.85 60 0.16 Hypothecation of car State Bank of India (Car Loan) 7.48 9.55 36 0.25 Hypothecation of car

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State Bank of India (Car Loan) 15.00 9.65 60 0.32 Hypothecation of car State bank of India 825.00 10.00 96 7.00 Hypothecation of wind turbine. State Bank of India 900.00 10.00 69 13.00 Hypothecation of Wind turbine Axis Bank Ltd. 16.00 10.16 36 0.52 Hypothecation of Concrete Pump Axis Bank Ltd. 19.00 10.15 36 0.61 Hypothecation of Concrete Pump Axis Bank Ltd. 21.00 10.15 36 0.68 Hypothecation of Batching Plant Axis Bank Ltd. 34.00 9.50 36 1.09 Hypothecation of Batching Plant 995.00 12.40 114 8.73 Hypothecation of Plant and Machinery, Land at Porbandar SIDBI – I and Lien on FDR of Rs. 23 Lakhs. SIDBI – II 995.00 12.40 114 8.73 Hypothecation of Plant and Machinery, Land at Bhavnagar and Lien on FDR of Rs. 25.46 Lakhs. Aditya Birla Finance Limited 50.00 18.50 12 4.53 NIL

6. Deferred Taxes (In N) Particulars 31/03/2018 31/03/2017 Deferred Tax Liabilities Depreciation 8,53,95,908.14 6,63,62,798.00 TOTAL 8,53,95,908.14 6,63,62,798.00

Calculation of Deferred Tax

Deferred Liabilities Amount (In Rs) Amount (In Rs) Depreciation 10,43,57,739.00 TOTAL (A) 10,43,57,739.00

Total Deferred Liabilities (A-B) 10,43,57,739.00 Tax on Deferred Liabilities @ 28.84% On Rs. 10,43,57,739.00 3,00,96,772.00

Opening Balance of Deferred Tax (Liability) @ 34.61% On Rs. 6,63,62,797.87 19,17,44,577.00 Tax on Opening Balance of Deferred Tax (Liability) @ 28.84% On Rs. 5,52,99,136.01 19,17,44,577.00 Tax Rate Difference on Opening Balance (5,52,99,136.01 - 6,63,62,797.87) -1,10,63,661.86 - Assets

Net Differed Tax (Liabilities) Charged to P & L A/c 1,90,33,110.14

Defer Tax Liabilities/Assets Transferred to Balance Sheet Opening Balance of Deferred Tax (Liabilities) 6,63,62,798.00 Differed Tax (Liabilities) Charged to P & L A/c 1,90,33,110.14 Differed Tax (Liabilities) Transferred to Balance Sheet 8,53,95,908.14

7. Other Long Term Liabilities (In N) Particulars 31/03/2018 31/03/2017 Others Aaditya Electricals 3,00,23,552.00 0.00

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Meteopole Renewable Energy Pvt Ltd 6,75,000.00 0.00 Sachi Steel Solutions Pvt Ltd 67,60,432.00 0.00 Simms Engineering Pvt Ltd 4,81,71,195.00 4,97,17,569.00 Suzlon Energy Ltd 6,84,146.00 12,63,27,040.69 Monosteel India Ltd Deposit 20,00,000.00 0.00 Suzlon Energy Ltd (Daman) 4,53,964.69 0.00 Suzlon global services ltd. 3,13,875.00 0.00 Suzlon gujarat wind park ltd. 1,53,51,702.00 0.00 Evergreen Power Mauritius Pvt Ltd 3,88,51,159.00 0.00 TOTAL 14,32,85,025.69 17,60,44,609.69

8. Short Term Borrowings (In N) Particulars 31/03/2018 31/03/2017 Loans repayable on demand Banks Secured State Bank Of India CC A/C. 4,07,97,230.64 2,43,01,285.24 State Bank Of India SLC A/C. 1,80,00,000.00 0.00 TOTAL 5,87,97,230.64 2,43,01,285.24

Short Term Borrowings The Group has taken the Cash credit facilities from SBI for N 4.00 Crores (4.00 Crores) which is secured by first pari passu charge on all current assets primarily Stock and Book debts. The rate of interest on the working capital facility from bank is 10 % p.a. (10.00% p.a.) calculated on daily products on monthly rests. Till the renewal of the working capital facility by the bank during March, 2018. During the year company has taken Stand by line of Credit (SLC) from SBI for N 1.80 Crores (NIL) which is secured by first pari passu charge on all current assets primarily Stock and Book debts. The rate of interest on the working capital facility from bank is 11 % p.a. (NIL) calculated on daily products on monthly rests. The same is further secured by collateral securities of various flats of KPI Global Infrastructure Ltd., and immovable properties of the director and family members of the Directors, Other fixed assets of the Group including Plant and machineries, lands situated at various places and bank FD. The borrowings are further secured by personal guarantee of Directors and family members of directors along with corporate guarantee of KPI Global infrastructure Ltd.

9. Trade Payables (In N) Particulars 31/03/2018 31/03/2017 Creditors Due others sundry creditor 33,93,44,056.86 19,32,53,425.92 TOTAL 33,93,44,056.86 19,32,53,425.92 Trade Payables As certified and confirmed by the management that there are no entities of trade payables which are Micro Enterprises and small enterprises.

10. Other Current Liabilities (In N) Particulars 31/03/2018 31/03/2017 Current maturities of long-term debt Axis Bank Batching Plant Loan 14,41,122.00 18,19,782.00 Axis bank concrete pump loan. 7,46,170.00 12,14,659.00 SBI Term Loan 84,00,000.00 84,00,000.00 SBI Term Loan(New) 1,56,00,000.00 1,17,00,000.00 SIDBI Term Loan 1 1,04,76,000.00 0.00 SIDBI Term Loan 2 1,04,76,000.00 0.00 SBI Car Loan 5,71,356.00 5,14,093.00 Capital First Ltd 23,71,885.29 36,21,955.00 Magma Fincorp Ltd 7,26,673.27 28,66,965.00 Tata Capital Finance Services Ltd 12,54,703.00 19,72,182.00 Aditya Birla Finance Limited 3,34,861.00 0.00

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ICICI Bank Term Loan 0.00 3,,76,233.00 Other payables Employee Related Accrued Salary Payable PF Payable 1,95,059.00 94,082.00 Salary Payable 50,39,612.00 11,42,287.00 Wages For Site Payable 2,62,640.00 3,64,165.00 Tax Payable TDS TDS Payable 42,88,100.00 28,48,095.00 Service Tax Service Tax Payable 0.00 4,28,33,259.54 Sales Tax CGST 36,25,175.00 0.00 SGST 39,94,057.00 0.00 Other Profession Tax Payable 14,430.00 12,530.00 Income Tax TCS Payable 0.00 3,500.00 Other Accrued Expenses Land Rent Payable 0.00 10,50,000.00 Office Rent Payable 0.00 10,000.00 TOTAL 7,28,32,843.56 8,08,43,787.54

11. Short Term Provisions (In N) Particulars 31/03/2018 31/03/2017 Dividend Dividend on Equity Shares Proposed Dividend 0.00 17,10,000.00 Unpaid Dividend 250.00 0.00 Dividend on Distribution Tax Dividend on Distribution Tax Equity Shares Tax On Proposed Dividend 0.00 3,48,116.00 Tax Provision Current Tax Income Tax Payable 2,44,01,569.00 1,75,46,156.00 TOTAL 2,44,01,819.00 19604272.00

12. Tangible assets (In N) Gross Depreciation Impairment Net

Particular s Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

Land Free Hold

Land Land At 35,75,9 357592 35759 357592

Baradiya 25.00 5.00 25.00 5.00 Land At 29,04,4 250526.0 315494 31549 290442

Beda 20.00 0 6.00 46.00 0.00 Land At Degam 36,78,5 367858 36785 367858

Kucchdi 84.00 4.00 84.00 4.00 Site Land At 4,72,00 285000.0 757000. 75700 472000

Khari 0.00 0 00 0.00 .00

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Mahuva Land At 3,74,66 374663. 37466 374663

Kikariya 3.00 00 3.00 .00 Land At 9,67,61 967614.0 967614

Madhiya 4.00 0 .00 Land At 25,19,5 251950 25195 251950

Mahuva 00.00 0.00 00.00 0.00 Land At 16,75,9 167599 16759 167599

Matalpar 91.00 1.00 91.00 1.00 Land At 3730750. 373075 37307

Naip 00 0.00 50.00 Land At 23,24,1 232410 23241 232410 Rinawada 00.00 0.00 00.00 0.00 Porbandra Land At 26,29,8 2398000. 502788 50278 262988 Sathara 87.00 00 7.00 87.00 7.00 Mahuva Land At 111111. 111111. 11111 111111

Talaja 00 00 1.00 .00 Land At 332225 332225 33222 332225

Vagnagar 0.00 0.00 50.00 0.00 Land At 51000.0 3606532. 365753 36575 51000. Vataliya 0 00 2.00 32.00 00 Bhavnagar Total 246070 1027080 967614.0 339102 33910 246070

45.00 8.00 0 39.00 239.00 45.00 Building Other

Building Civil Work 125000. 125000. 4414.0 12058 122561 At 2439.00 1975.00 00 00 0 6.00 .00 Phithalpur Civil Work 115000. 115000. 4647.0 11035 112170 At 2830.00 1817.00 00 00 0 3.00 .00 Shetrana Civil Work 120000. 120000. 4248.0 11575 117648 2352.00 1896.00 At Tarsai 00 00 0 2.00 .00 Constructi on At Sub 479570. 479570. 15154. 46441 471993 7577.00 7577.00 Station 00 00 00 6.00 .00 Degam Constructi on At Sub 827900 827900 254720. 130806. 38552 78934 802428

Station 9.00 9.00 00 00 6.00 83.00 9.00 Matalpar Constructi on At Sub 151479. 151479. 21071.0 27422. 12405 130408 6351.00 Station 00 00 0 00 7.00 .00 Ratdi Constructi on At Sub 106213 106213 403790. 167818. 57160 10049 102175

Station 76.00 76.00 00 00 8.00 768.00 86.00 Ratdi Constructi on At Sub 606450. 606450. 19164. 58728 596868 9582.00 9582.00 Station 00 00 00 6.00 .00 Vagnagar Total 204978 204978 704361. 327822. 10321 19465 197935

84.00 84.00 00 00 83.00 701.00 23.00 Plant and Machiner y Annemom 10000.0 10000.0 4230.0 5770.0 6446.0 3554.00 676.00 eter 0 0 0 0 0 Annemom 4168.0 4910.0 5535.0 9078.00 9078.00 3543.00 625.00 eter 0 0 0 Annemom 91018.0 91018.0 9619.0 81399. 87161. 3857.00 5762.00 eter 0 0 0 00 00 Batching 681833 681833 321716. 431600. 75331 60650 649661

Plant 3.00 3.00 00 00 6.00 17.00 7.00 Diesel 151887 2351550. 387042 104353. 222331. 32668 35437 141452

Generator 5.00 00 5.00 00 00 4.00 41.00 2.00

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General 106586 379234.0 110379 718874. 690370. 14092 96286 993980

Machinery 77.00 0 11.00 00 00 44.00 67.00 3.00 General 190995. 190995. 72504.0 13074.0 85578. 10541 118491

Machinery 00 00 0 0 00 7.00 .00 General 190990. 190990. 37140.0 12115.0 49255. 14173 153850

Machinery 00 00 0 0 00 5.00 .00 Met Mast 153449 1723910 187735 163424. 259870. 42329 18350 137106

0.00 0.00 90.00 00 00 4.00 296.00 6.00 Motor 1416.0 1979.0 2208.0 3395.00 3395.00 1187.00 229.00 Pump Set 0 0 0 Motor 20500.0 20500.0 8660.0 11840. 13226. 7274.00 1386.00 Pump Set 0 0 0 00 00 Motor 10032.0 10032.0 4226.0 5806.0 6484.0 3548.00 678.00 Pump Set 0 0 0 0 0 Sokkia 34650.0 34650.0 7153.0 27497. 29690. 4960.00 2193.00 Auto Level 0 0 0 00 00 Switch Yard And 419449 419449 383052 159429 54248 36520 381144

Transform 78.00 78.00 7.00 8.00 25.00 153.00 51.00 er Switch 16212 Yard And 130081 4154619 171627 340809 609481 95029 126673 5010.0 Transform 728.00 7.00 925.00 7.00 8.00 15.00 631.00 0 er Windcube 6927966. 692796 10813.0 10813. 69171 Lidar 00 6.00 0 00 53.00 System Wind 53209 Power 265200 2912473 556447 767633 166802 24356 257523 0793.0 Generation 000.00 73.00 373.00 1.00 49.00 580.00 669.00 0 Plant Total 77562 458317 3596914 818009 163608 260210 42381 441956 7183.0 739.00 20.00 159.00 89.00 87.00 976.00 850.00 0 Equipment s Office Equipmen ts CC TV 58069.0 6106.0 51963. 58069.00 6106.00 CAMERA 0 0 00 Mobile 151901. 209801. 26716.0 37149.0 63865. 14593 125185 57900.00 Phones 00 00 0 0 00 6.00 .00 Mobile 8502.0 8950.00 8950.00 8502.00 448.00 448.00 Phones 0 Mobile 8360.0 8800.00 8800.00 8360.00 440.00 440.00 Phones 0 Mobile 6697.0 7050.00 7050.00 6697.00 353.00 353.00 Phones 0 Mobile 28000.0 28000.0 26600.0 26600. 1400.0 1400.0

Phones 0 0 0 00 0 0 Mobile 30494.0 30494.0 28969.0 28969. 1525.0 1525.0

Phones 0 0 0 00 0 0 Mobile 34994.0 34994.0 33244.0 33244. 1750.0 1750.0

Phones 0 0 0 00 0 0 Mobile 5700.0 6000.00 6000.00 5700.00 300.00 300.00 Phones 0 Mobile 12100.0 12100.0 11495.0 11495. 605.00 605.00 Phones 0 0 0 00 Mobile 6840.0 7200.00 7200.00 6840.00 360.00 360.00 Phones 0 Mobile 5652.0 5950.00 5950.00 5652.00 298.00 298.00 Phones 0 Mobile 2850.0 3000.00 3000.00 2850.00 150.00 150.00 Phones 0 Mobile 9357.0 9850.00 9850.00 9357.00 493.00 493.00 Phones 0 Mobile 1140.0 1200.00 1200.00 950.00 190.00 60.00 250.00 Phones 0 Total 315489. 115969.0 431458. 181932. 43445.0 22537 20608 133557

00 0 00 00 0 7.00 1.00 .00 Computer

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Equipmen ts Computer And 909062. 933687.0 184274 382161. 457168. 83932 10034 526901

Accessorie 00 0 9.00 00 00 9.00 20.00 .00 s Computer And 212148. 212148. 201539. 20153 10609. 10609.

Accessorie 00 00 00 9.00 00 00 s Computer And 5985.0 6300.00 6300.00 5985.00 315.00 315.00 Accessorie 0 s Computer And 29920.0 29920.0 28424.0 28424. 1496.0 1496.0

Accessorie 0 0 0 00 0 0 s Computer And 45000.0 45000.0 42750.0 42750. 2250.0 2250.0

Accessorie 0 0 0 00 0 0 s Computer And 3847.0 4050.00 4050.00 3847.00 203.00 203.00 Accessorie 0 s Computer And 1710.0 1800.00 1800.00 1710.00 90.00 90.00 Accessorie 0 s Computer And 28400.0 28400.0 26980.0 26980. 1420.0 1420.0

Accessorie 0 0 0 00 0 0 s Computer And 15770.0 15770.0 14981.0 14981. 789.00 789.00 Accessorie 0 0 0 00 s Computer And 25750.0 25750.0 24462.0 24462. 1288.0 1288.0

Accessorie 0 0 0 00 0 0 s Computer And 19500.0 19500.0 18525.0 18525. 975.00 975.00 Accessorie 0 0 0 00 s GPS 33285.0 132785. 17023.0 26426.0 43449. 89336. 16262. 99500.00 System 0 00 0 0 00 00 00 Total 133098 1033187. 236417 768387. 483594. 12519 11121 562598

5.00 00 2.00 00 00 81.00 91.00 .00 Other Equipmen ts Air 238600. 238600. 106650. 26322.0 13297 10562 131950 Conditione 00 00 00 0 2.00 8.00 .00 r Air 556307. 416859.0 973166. 65611.0 77907.0 14351 82964 490696 Conditione 00 0 00 0 0 8.00 8.00 .00 r Electrical Installation 201659 201659 135378. 191576. 32695 16896 188121

And 4.00 4.00 00 00 4.00 40.00 6.00 Equipment Refrigerato 64680.0 99180.0 10075.0 18690. 80490. 54605. 34500.00 8615.00 r 0 0 0 00 00 00 Television 15011.0 15011.0 10460. 4551.0 6453.0 8558.00 1902.00 0 0 00 0 0 Television 44000.0 81500.0 13094. 68406. 36834. 37500.00 7166.00 5928.00 0 0 00 00 00 Tools And 253241. 253241. 56278.0 24058.0 80336. 17290 196963 Equipment 00 00 0 0 00 5.00 .00 s Total 318843 488859.0 367729 389716. 336308. 72602 29512 279871

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3.00 0 2.00 00 00 4.00 68.00 7.00 Furniture and Fixtures Furniture 663232 325245.0 695756 701790. 653297. 13550 56024 593053 And 2.00 0 7.00 00 00 87.00 80.00 2.00 Fixtures Furniture 19435.0 19435.0 10103.0 12220. 7215.0 9332.0 And 2117.00 0 0 0 00 0 0 Fixtures Furniture 10900.0 10900.0 6555.0 4345.0 5511.0 And 5389.00 1166.00 0 0 0 0 0 Fixtures Furniture 458983. 458983. 195121. 46945.0 24206 21691 263862 And 00 00 00 0 6.00 7.00 .00 Fixtures Furniture 71990.0 71990.0 30570.0 37930. 34060. 41420. And 7360.00 0 0 0 00 00 00 Fixtures Furniture 52240.0 52240.0 22144.0 27484. 24756. 30096. And 5340.00 0 0 0 00 00 00 Fixtures Furniture 133755. 133755. 56259.0 13642.0 69901. 63854. 77496. And 00 00 0 0 00 00 00 Fixtures Furniture 43124.0 43124.0 17760.0 22137. 20987. 25364. And 4377.00 0 0 0 00 00 00 Fixtures Furniture 23290.0 23290.0 11859. 11431. 13789. And 9501.00 2358.00 0 0 00 00 00 Fixtures Furniture 1382.0 2118.0 2453.0 And 3500.00 3500.00 1047.00 335.00 0 0 0 Fixtures Furniture 1196.0 1849.0 2140.0 And 3045.00 3045.00 905.00 291.00 0 0 0 Fixtures Total 745258 325245.0 777782 105058 737228. 17878 59900 640199

4.00 0 9.00 9.00 00 17.00 12.00 5.00 Vehicles Motor

Vehicles Discover 53134.0 53134.0 29832.0 34880. 18254. 23302. 5048.00 Bike 0 0 0 00 00 00 Discover 51729.0 51729.0 28464.0 33378. 18351. 23265. 4914.00 Bike 0 0 0 00 00 00 Heavy 610549. 221000.0 831549. 80302.0 80501. 75104 610350 199.00 Vehicles 00 0 00 0 00 8.00 .00 Hero 498663. 498663. 35827.0 47373.0 83200. 41546 462836 Honda 00 00 0 0 00 3.00 .00 (Splender) Hero 438652. 438652. 35478.0 41672.0 77150. 36150 403174 Honda Cb 00 00 0 0 00 2.00 .00 Shine Hero 40000.0 40000.0 10964. 29036. 32836. 7164.00 3800.00 Mestro 0 0 00 00 00 Motor Car 556612 751189.0 481493 580134. 638763. 281171. 93772 38772 498599

4.00 0 5.00 00 00 00 6.00 09.00 0.00 Two 53725.0 336270.0 389995. 23522.0 26878. 36311 50369. 3356.00 Wheeler 0 0 00 0 00 7.00 00 Total 731257 557270.0 751189.0 711865 720454. 845394. 281171. 12846 58339 659212

6.00 0 0 7.00 00 00 00 77.00 80.00 2.00 Grand 84509 523022 3724827 1718803. 893786 201763 287948 281171. 48690 0.0 502846 Total 0.00 0.00 0.00 0.00 6655.0 735.00 58.00 00 690.00 28.00 78.00 00 035.00 0 407.00 0 Previous 50284 263680 2611781 1836356. 523022 812455 123513 299552. 20176 0.0 255556 0.00 0.00 0.00 0.00 6407.0 894.00 97.00 00 735.00 7.00 23.00 00 328.00 0 337.00 0

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FIXED ASSETS:

a) Amount shown as deduction from Land at Madhiya Rs. 967614/- is the amount of advances given for purchase of land which was wrongly included under the head fixed assets in earlier year. Hence the same is shown as deduction from the respective land and included in Short term loans and advances with the name of the person to whom the said advances were given. b) There is no intent to sale any of the assets held by the company and hence there is no fixed assets held for disposal. c) All the assets purchased during the year were put to use before 31st March 2018. The assets which are not put to use during the year are separately shown under capital work-in-progress at the year end except wind power generation plant at Mahuva, Sathara amounted to Rs. 14,76,04,042/- which is included in total addition in the wind power generation Plant amounted to Rs. 29,12,47,373/-. The power generation plant at Mahuva, Sathara is commissioned on 29/06/2017, however, the commercial production has not been started from the said plant and hence no depreciation has been provided for this plant.

There is no lease hold fixed asset held by the company during the year under reporting and in the preceding year.

13. Capital work-in-progress (In N) Particulars 31/03/2018 31/03/2017 Tangible Assets Work in Progress Capital Work In Progress 8,29,64,475.00 17,85,00,000.00 TOTAL 8,29,64,475.00 17,85,00,000.00

14. Long-term loans and advances (In N) Particulars 31/03/2018 31/03/2017 Security Deposits Unsecured, considered good Amrut Ganga Water 4,500.00 4,500.00 BSE Deposit 6,50,000.00 6,50,000.00 Deposit (Rent) 3,00,000.00 3,00,000.00 Federation Of Gujarat Industries(Switch) 1,09,250.00 1,09,250.00 ILA Dhiren Parikh (Rent Deposit) 30,000.00 30,000.00 Paschim Gujarat Vij Company Limited 5,12,392.00 4,92,768.00 Reliance Jio Deposit 14,495.00 0.00 Rent Deposit (H.O.) 2,50,000.00 2,50,000.00 Vat Deposit 10,000.00 10,000.00 TOTAL 18,80,637.00 18,46,518.00

15. Inventories (In N) Particulars 31/03/2018 31/03/2017 Closing Stock Closing Stock 11,72,65,648.38 4,54,90,110.00 TOTAL 11,72,65,648.38 4,54,90,110.00

Inventories: Inventories are valued at cost or net realisable value whichever is lower by following FIFO method. Inventories of leasehold lands are valued at cost. Inventory includes stock of power valued at net realisable value.

16. Trade receivables (In N) Particulars 31/03/2018 31/03/2017 Trade Receivable Unsecured considered good

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Within Six Months Sundry Debtors 13,83,08,522.97 25,20,16,391.01 Exceeding Six Months Sundry Debtors 1,30,96,002.51 42,50,112.00 TOTAL 15,14,04,525.48 25,62,66,503.01

Trade receivables: Sundry debtors are trade receivables which are due in respect of goods sold in the normal course of the business. The debtors outstanding for more than 6 months are those debtors which are outstanding for more than 6 months from the date of Invoice but all of them are good as reviewed by the management and hence no provisions for doubtful debts has been made.

17. Cash and cash equivalents (In N) Particulars 31/03/2018 31/03/2017 Cash in Hand 13,04,623.00 18,78,238.09 Balances With Banks Balance With Scheduled Banks Current Account Axis Bank 2,74,732.20 80,406.81 Bank Of Baroda - 1473 0.00 62,541.00 ICICI Bank 0.00 8,05,389.89 Kotak Mahindra Bank 74,836.01 42,812.39 State Bank Of India 19,351.00 0.00 State Bank Of India 1,14,975.69 45,875.14 State Bank Of India ESCROW A/C 20,000.00 0.00 State Bank Of India Unpaid Dividend Account 10,351.00 0.00 Deposit Account Fixed Deposit With SBI 5,25,99,283.00 1,67,50,000.00 Fixed Deposit With SIDBI 3,09,04,442.00 0.00 TOTAL 8,53,22,593.90 1,96,65,263.32

18. Short-term loans and advances (In N) Particulars 31/03/2018 31/03/2017 Security Deposits Loans and advances to others Unsecured, considered good Suzlon Energy Limited 3,21,00,000.00 0.00 Excise Duty Credit Receivable 0.00 34,81,007.00 Service Tax Credit Receivable 0.00 40,57,123.19 Vat Credit Receivable 0.00 13,24,303.51 CGST 72,49,500.00 0.00 Hanumant Pharma 21,261.00 22,443.00 Jorubhai Bhayabhai Dhasat 24,67,614.00 0.00 Loan To Employee 1,22,500.00 2,57,500.00 Mercy Global 0.00 9,74,747.00 SGST 72,49,500.00 0.00 TDS Receivable AY 2018-19 1,56,69,459.00 0.00 WE Associate 0.00 5,00,000.00 Works Contract Receivable 8,41,417.00 0.00 Pre Paid Internet Charges 10,311.00 3,555.00 Pre Paid Rent 2,13,417.00 4,48,177.00 Prepaid Insurance 2,02,089.00 6,22,554.00 Prepaid Interest 4,66,647.00 0.00 Prepaid Metmast Rent & Securities 71,959.00 0.00 Prepaid Software Exps. 18,077.00 0.00

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Mat Credit Entitlement 2,59,72,527.00 1,76,17,114.00 TOTAL 9,26,76,278.00 2,93,08,523.70

19. Other current assets (In N) Particulars 31/03/2018 31/03/2017 FD Interest Receivable 0.00 491466.00 Preliminary And Preoperative Expense 4496360.97 6376797.97 TOTAL 4496360.97 6868263.97

20. Revenue from operations (In N) Particulars 31/03/2018 31/03/2017 Sale of Products Other Goods Revenue From Sale Of Power 3,18,26,707.82 1,65,32,698.50 Sales 1,84,50,000.00 10,63,25,000.00 Sale of Services Revenue From Infrastructure Development 53,82,55,100.00 71,56,08,667.00 Revenue From Operation And Maintenance Services 58,62,500.00 4,20,000.00 Work Contract Income 65,50,000.00 29,09,50,000.00 TOTAL 60,09,44,307.82 1,12,98,36,365.50

21. Other income (In N) Particulars 31/03/2018 31/03/2017 Interest Interest On Fixed Deposit 15,85,249.00 5,47,098.00 Interest On It Refund 0.00 1,52,586.00 Profit(Loss) on Redemption / Sale of Investment & Fixed Assets (Net) Loss On Sale Of Fixed Assets (2,76,018.00) (3,55,304.00) Miscellaneous Discount (Net) 1,06,713.96 44,980.50 Other Income 12,000.00 0.00 Scrap Sale Income 3,194.00 26,617.00 TOTAL 14,31,138.96 4,15,977.50

22. Cost of materials consumed (In N) Particulars 31/03/2018 31/03/2017 Raw Material Opening 4,54,90,110.00 54033188.00 Purchase 37,56,49,813.08 639989530.23 Adjustment 0.00 (1161780.00) Closing 11,72,65,648.38 45490110.00 TOTAL 30,38,74,274.70 647370828.23

Details of Raw Material Particulars 31/03/2018 31/03/2017 Work In Progress 303874274.70 647370828.23 TOTAL 303874274.70 647370828.23

23. Employee benefits expense (In N) Particulars 31/03/2018 31/03/2017 Salary, Wages & Bonus Wages to Workers 3,29,01,213.00 1,93,22,389.00

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Arrears of Salary 14,71,675.00 0.00 Bonus to Staff 0.00 10,42,225.00 SALARY 1,96,27,875.00 1,52,68,046.00 Contribution to Provident Fund Contribution to PF 6,48,978.00 4,25,931.00 Staff Welfare Expenses Staff Welfare Expenses 2,68,001.00 4,28,646.00 Other Employee Related Expenses Rent For Employee Accommodation 1,900.00 55,510.00 TOTAL 5,49,19,642.00 3,65,42,747.00

24. Finance costs (In N) Particulars 31/03/2018 31/03/2017 Interest Expenses Interest Expenses Interest On Loan 2,41,63,157.29 1,33,15,304.27 Bank Charges Bank Charges 90,278.11 106335.29 Other Interest Charges Interest On Income Tax 0.00 1,19,301.00 Interest On PT 20.00 0.00 Interest On Service Tax 38,82,584.00 18,76,488.00 Interest On TCS 525.00 0.00 Interest On TDS 5,60,816.00 3,73,202.00 Interest On VAT 44,084.00 34,059.00 Finance Charges Gurantee Charges Bank Guarantee Charges 28,34,483.00 11,02,138.00 Other Finance Charges Franking Expenses 3,70,202.00 6,75,200.00 Inspection charges 0.00 6,570.00 Late payment charges on loan 26,604.00 0.00 LC interest 13,90,610.28 0.00 Processing fees 8,95,325.00 23,71,790.00 TOTAL 3,42,58,688.68 1,99,80,387.56

25. Depreciation and Amortisation expense (In N) Particulars 31/03/2018 31/03/2017 Depreciation & Amortisation Depreciation Tangible Assets 2,87,94,878.00 1,23,51,323.00 TOTAL 2,87,94,878.00 1,23,51,323.00

26. Other expenses (In N) Particulars 31/03/2018 31/03/2017 Manufacturing Service Costs Expenses Power and Fuel Petrol And Diesel Expenses 1,87,55,809.00 2,21,91,930.64 Freight And Forwarding Charges Transportation Expenses 97,52,530.00 11,46,7610.00 Lease Rentals Lease Rent On Land 4,69,000.00 10,64,0716.00 Cost of Taxes and Others Levies By Government, Local Authorities CST Expenses 1,01,904.14 9,51,107.88

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Excise Duty Expense 14,27,736.10 1,00,18,063.86 Vat expenses 29,06,290.00 1,50,19,612.19 Local taxes 1,55,73,394.00 0.00 Stamp duty 9,11,300.00 0.00 Other Manufacturing Costs Dump Yard Rent 1,10,000.00 1,10,000.00 Electrical expenses 4,92,779.76 19,31,767.00 Labour expenses 33,57,732.94 19,41,674.00 Miscellaneous purchase for site 387,113.00 33,50,968.45 Processing fees for geda 34,58,750.00 25,93,000.00 Site expenses 410,63,646.96 3,78,81,054.00 Transfer fees expense of geda 7,47,500.00 3,02,500.00 Transmission charges 13,10,982.00 15,93,601.00 SLDC Charges 49,361.00 0.00 Administrative and General Expenses Telephone Postage Telephone Expenses 4,46,647.44 50,0170.00 Courier Charges 2,93,302.50 2,61,027.00 Printing Stationery Stationery And Printing Expenses 5,08,184.13 4,95,427.00 Rent Rates And taxes Municipal tax 15,621.00 10,425.00 Profession tax 8,400.00 2,400.00 Rent expenses 15,03,777.00 10,49,823.00 Batching plant rent 30,000.00 0.00 Land rent exps. 5,91,000.00 0.00 Swachha bharat cess expenses 7,42,770.97 0.00 Labour tax 2,838.00 0.00 Income tax 0.00 2,84,238.00 Service tax expenses 0.00 34,01,720.17 Auditors Remuneration Audit Fees 1,82,000.00 3,60,000.00 Stock Audit Fees 27,600.00 0.00 Directors Sitting Fees sitting fees to director 1,25,000.00 0.00 Managerial Remuneration Director Remuneration 57,00,000.00 41,90,500.00 Repairs Maintenance Expenses Repairing And Maintenance Exp 6,79,890.64 91,062.00 Electricity Expenses Electricity Expenses 4,96,216.66 1,87,804.00 Travelling Conveyance Travelling and conveyance expenses 8,59,983.74 7,45,623.00 Hotel & guest house rent 2,23636.00 0.00 Legal and Professional Charges Legal and professional fees 42,40,552.00 48,28,773.50 Certification charges 1,95,213.00 0.00 Iso training 19,770.00 0.00 Valuation exps. 11,500.00 0.00 Insurance Expenses Insurance Expenses 13,91,959.96 24,94,895.00 Vehicle Running Expenses Vehicle Repairing Expenses 8,05,642.85 6,63,379.00 Donations Subscriptions CSR expenses 31,64,933.00 25,10,292.00 Donation Expenses 3,25,000.00 5,53,501.00 Safety and Security Expenses

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Security Service Charges 32,04,438.00 0.00 Catering Canteen Expenses Canteen Expenses 54,50,516.00 50,51,330.00 Information Technology Expenses Software Expenses 1,60,184.17 17,200.00 Seminars Conference Expenses Seminar Fees 41,600.00 0.00 Registration and Filing Fees ROC Expenses 37,945.00 2,32,750.00 Other Administrative and General Expenses House keeping expenses 63,758.00 3,000.00 Internet expenses 40,626.00 75,847.00 Miscellaneous exps 3,05,218.46 4,80,352.23 Office expenses 6,15,429.00 6,93,675.00 Agm exps 54,220.00 0.00 Application fee exp 3,60,000.00 0.00 Application fees -geda 25,000.00 0.00 Computer accessories 39,342.65 0.00 Late filing fees 60,400.00 0.00 Late payment charges 19,155.71 0.00 O & m charges 52,812.00 0.00 Tender fees 19,102.33 0.00 Testing charges 54,000.00 0.00 Training exp 82,272.00 0.00 Web designing exps. 23,000.00 0.00 Stipend exp 1,60,097.00 0.00 Selling Distribution Expenses Advertising Promotional Expenses Advertisement Expenses 2,05,776.00 87,558.00 Commission Paid Brokerage 1,55,000.00 0.00 Other Selling Distribution Expenses Business Promotion Expenses 49,28,932.00 18,74,553.00 Write off Assets and Liabilities Sundry Expenses Written Off Preliminary And Preoperative Expense 19,44,920.00 18,12,420.00 Other Write Offs Bed Debts 0.00 3,68,650.00 Research and Development Expenses R & D Expenses 9,48,346.00 5,72,600.00 Other Expenses Rebate expenses 1,71,109.65 1,35,404.00 Penalty on service tax 0.00 19,000.00 TOTAL 14,26,90,467.76 15,40,49,003.92

27. Prior Period items (In N) Particulars 31/03/2018 31/03/2017 Prior Period Income Depreciation 0.00 14,45,508.08 Prior Period Expenses Miscellaneous purchase for site (0.00) (23,100.00) Repairing and maintenance exp (0.00) (42,680.00) Site expenses (0.00) (68,500.00) Tds (22,125.00) (0.00) Transportation expenses (0.00) (1,15,000.00) Vehicle expenses (0.00) (16,370.00)

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Sitting fees to director (0.00) (1,70,000.00) TOTAL (22,125.00) 10,09,858.08

28. Tax expense (In N) Particulars 31/03/2018 31/03/2017 Current tax Provision For Income Tax 0.00 4,71,60,962.00 Deferred tax Deferred Tax 1,90,33,110.14 44,86,24,64.00 TOTAL 1,90,33,110.14 9,20,23,426.00

29. Earnings per equity share (In N) Particulars 31/03/2018 31/03/2017 Earnings Per Equity Share Basic Basic EPS Before Extra Ordinary Item 2.20 19.76 Diluted Diluted EPS Before Extra Ordinary Item 2.20 19.76 Number of Shares used in computing EPS Basic 85,50,000 85,50,000 Diluted 85,50,000 85,50,000 Weighted Average Number of shares Number of Shares for basic EPS calculation Number of Bonus Shares Issued 0.00 51,30,000.00 Number of shares at the beginning of the year 85,50,000.00 34,20,000.00

30. Additional information pursuant to the provisions of Schedule III of The Companies Act, 2013 in respect of Consolidation : a) List of Subsidiaries which are included in the consolidation and the Company’s effective holdings therein are as under :

Effective ownership in subsidiaries as Country of Name of the subsidiary at March 31, Incorporation 2018 2017 Wind farm Developers Private Limited India 98.77% 98.33 % K P Energy Mahuva Wind Farms Private Limited India 99.03% 98.85 % Ungarn Renewable Energy Private Limited India 98.20% 95.55 % Evergreen Mahuva Windfarms Private Limited India 51.00% 00.00% Mahuva Power Infra LLP India 99.00% 99.00 % Miyani Power Infra LLP India 99.00% 99.00 % Manar Power Infra LLP India 99.00% 99.00 % Belampar Power Infra LLP India 99.00% 00.00% Hajipir Renewable Energy LLP India 99.00% 00.00% Vanki Renewable Energy LLP India 99.00% 00.00%

b) Additional information, as required under Schedule III of the Act for the entities consolidated as subsidiaries.

Net Assets Share in profit or loss (total assets – total liabilities) Name of the subsidiary As % of As % of Amount Amount consolidated Net Consolidated

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assets profit or loss Parent K P Energy Limited 100.00 3474.36 100.00 187.82 Indian Subsidiaries Wind farm Developers Private 1.15 39.81 0.00 Nil Limited K P Energy Mahuva Wind Farms 1.45 50.27 0.00 Nil Private Limited Ungarn Renewable Energy Private 0.78 27.19 0.00 Nil Limited Evergreen Mahuva Windfarms 0.03 1.00 0.00 Nil Private Limited Mahuva Power Infra LLP 0.03 1.00 0.00 Nil Miyani Power Infra LLP 2.58 89.63 0.00 Nil Manar Power Infra LLP 0.03 1.00 0.00 Nil Belampar Power Infra LLP 0.03 1.00 0.00 Nil Hajipir Renewable Energy LLP 0.13 4.52 0.00 Nil Vanki Renewable Energy LLP 0.10 3.73 0.00 Nil Foreign Subsidiaries 0.00 Nil 0.00 Nil Minority Interest in all subsidiaries (0.06) (2.02) 0.00 Nil Eliminations (6.25) (217.13) 0.00 Nil TOTAL 100.00 3474.36 100.00 187.82

31. Operating leases: The Group has taken certain premises under cancellable operating leases. However there is no escalation clause. Each renewal is at the option of lessee. There are no restrictions placed upon the Group by entering into these leases. The total rental expense under cancellable operating leases during the period was Rs 15,03,777 (Rs. 10,49,823).

32. Earning / (loss) per share : Basic and Dilutive Earnings per Share (“EPS”) computed in accordance with Accounting Standard (AS) 20 ‘Earnings per Share’.

Particulars 2017-2018 2016-2017 Basic : Profit after tax as per P & L Account before exceptional item A 1,87,82,260.50 16,89,44,485.37 Weighted Number of Equity shares outstanding during the period B 85,50,000.00 8,55,00,000.00 Basic EPS (Rupees) A/B 2.20 19.76 Diluted EPS (Rupees) A/B 2.20 19.76

Since the Group has not issued any convertible preference shares or convertible debentures, the diluted EPS is same as that of Basic EPS.

33. Segmental Reporting (AS 17):

The Group has disclosed business segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organisation structure and internal reporting system.The Group’s operations predominantly relate to sale of power generated from wind mills, revenue from infrastructure development and revenue from Operations and maintenance services. Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to each of the segments allocated on a reasonable basis. Inter segment transfers have not been made and hence not recognised and disclosed.

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The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure of individual segments. These are set out in the notes on significant accounting policies.

A. Primary Business Segment : (In crores) March 31, 2018 March 31, 2017 Sale Particulars Infra O&M Grand Sale of Infra Grand of Total O&M Total dev. Total power dev. Total power Total external 3.18 56.33 0.58 60.09 60.09 1.65 111.29 0.04 112.98 112.98 sales Inter segment NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL sales Segment revenue 3.18 56.33 0.58 60.09 60.09 1.65 111.29 0.04 112.98 112.98 Segment results 1.51 4.49 0.49 6.49 6.49 1.10 26.46 0.04 27.60 27.60 Unallocated 0.00 0.00 corporate Exp. Operating Profit 6.49 27.60 Interest expenses (2.87) (1.57) Interest Income 0.16 0.07 Income tax 0.00 (4.72) Deferred tax (1.90) (4.49) Total tax (1.90) (9.21) Profit from ordinary 1.88 16.89 activities Extraordinary 0.00 0.00 items Net profit for the 1.88 16.89 year Segment Assets 91.79 29.11 0.46 121.36 121.36 26.52 23.82 0.00 50.34 50.34 Common Assets 16.75 1.96 Enterprise Assets 138.11 52.30 Segment liability 34.95 57.28 0.00 92.23 92.23 14.30 3.13 0.00 17.43 17.43 Common 11.12 0.16 Liabilities Enterprise 103.35 17.59 liability Capital Expenditure 43.30 1.99 0.00 45.29 45.29 17.85 0.00 0.00 17.85 17.85 during the year Common assets 0.25 0.00 Total Capital 45.54 17.85 expenditure Segment 2.47 0.17 0.00 2.64 2.64 0.77 0.94 0.00 1.71 1.71 Depreciation Common assets 0.24 0.00 depreciation Total 2.88 1.71 Depreciation

B. Geographical business segment The group is mainly engaged in the activities in India only and there is no operations outside India and hence there is no reportable secondary segment i.e. geographical segment and therefore, no segment reporting for the secondary segment are made.

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34. Related Party Disclosures : a) Other related parties with whom transactions have taken place during the year :

i) Entities where Key Management Personnel (KMP) / relatives of key management personnel (RKMP) have significant influence : • Faaiz Money Changer Private Limited, • KP Sor-Urja Limited, • KP Human Development Foundation, • KPI Global Infrastructure Limited, • KP Buildcon Private Limited.

ii) Key Management Personnel : • Faruk Gulambhai Patel - Managing Director • Ashish Ashwin Mithani - Whole Time Director • Pravin Singh – Chief Financial Officer • Karmit Haribhadrabhai Sheth – Company Secretary

iii) Relatives of key management personnel : • Vahidabanu Faruk Patel, • Aayesha Farukh Patel, • Jolly Ashish Mithani, • Gulambhai Mahamad Ali Patel • Rashida Gulambhai Mahamad Patel b) Transactions between the company and related parties and the status of outstanding balances as at March 31, 2018 (and March 31, 2017)

Entities where KMP / Particulars Subsidiaries RKMP has significant KMP RKMP influence Managerial remuneration & Nil Nil 65,47,100 Nil Incentives (Nil) (Nil) (48,05,917) (Nil) Collaterals provided by Nil 1,42,00,000 Nil 45,00,000 (Nil) (1,42,00,000) (Nil) (45,00,000) Unsecured Loans Taken Nil Nil 13,85,000 Nil (Nil) (Nil) (1,85,000) (Nil) Loans given to related parties are repayable on demand. The loans given to related parties are interest free. These loans have been utilized by these related parties for funding their business operations. c) Disclosure of significant transactions with related parties :

Type of relation- Name of the entity / Year ended on Year ended on Type of Transaction ship person March 31, 2018 March 31, 2017 KMP Faruk Gulambhai Patel 27,00,000 20,26,500 Managerial KMP Ashish Ashwin Mithani 30,00,000 21,64,000 remuneration KMP Pravin Singh 4,07,100 3,66,250 KMP Karmit Sheth 3,27,000 2,49,167 KMP Faruk Gulambhai Patel 39,000 Nil KMP Ashish Ashwin Mithani 39,000 Nil Incentives. KMP Pravin Singh 15,000 Nil KMP Karmit Sheth 20,000 Nil Entities where KMP KPI Global Collaterals Provided / RKMP has 1,42,00,000 1,42,00,000 Infrastructure Ltd. by significant influence RKMP Vahidabanu Faruk Patel 27,00,000 27,00,000

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RKMP Aayesha Faruk patel 18,00,000 18,00,000 KMP Faruk Gulambhai Patel 2,00,000 NIL Unsecured loans Ashish Ashvinbhai taken KMP 13,00,000 NIL Mithani Unsecured loan Ashish Ashvinbhai KMP 3,00,000 NIL repaid Mithani

35. Cash Flow Statement : Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

36. Based on the information available with the group, there are no dues to Micro & Small Enterprises under the Micro, Small and medium Enterprises Development Act, 2006.

37. Disclosure required U/S. 186(4) of The Companies Act, 2013 : For details of loans and guarantees given to and given by related parties, refer Note No. 34. For details of securities provided by the related parties, refer Note No. 5 & 34.

38. The provisions of sec. 135 of the Companies Act, 2013 related to Corporate Social Responsibility are applicable to the company hence, expenses is made out of profit and expenses were incurred by the company during the reporting period.

39. During the year the Group has not entered into any hire purchase agreement with any institutions.

40. Provision for trade guarantees / warrantees : The group is primarily engaged in Wind Farm development, development of Wind Mills and allied services related to it along with generation of electricity through wind mill and not provided or entered into any service contracts which creates the liability of warranties etc. and therefore, no such liabilities are provided.

41. Capital and other commitments : There are no contracts remaining to be executed on Capital account and hence no provision has been made on this account. The Company has no obligation on account of non-fulfillment of export commitments under various advance licenses during the reporting period and hence no provisions have been made.

42. Accounting policies not specifically referred to otherwise are consistent and in consonance with the generally accepted accounting policies. (GAAP).

43. The previous year’s figures have been regrouped or reclassified wherever necessary to confirm with the current year’s presentation.

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INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF K. P. ENERGY LIMITED Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of K. P. ENERGY LIMITED (“the company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Financial Statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Financial Statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Standalone Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure-A”, a statement on the matters specified in the paragraph 3 and 4 of the order to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

e) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

h) i. The Company has no pending litigations, which would impact its financial position. ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses iii. There has been no delay in transferring amounts, required to be transferred, to Investor Education and Protection fund by the Company. However, the company has transferred the amount of Dividend of Rs. 17,10,000/- declared as final dividend at Re. 0.20 per share in AGM Dt. 23/09/2017 in separate bank account after the prescribed time limit as specified U/S. 123 of The Companies Act, 2013 and also out of total dividend declared and paid, Rs. 250/- were unclaimed dividend which was also transferred to separate bank account after the prescribed time limit as per Sec. 124 of The Companies Act, 2013.

FOR ON BEHALF OF K A Sanghavi And Co LLP Chartered Accountants FRN : 120846W / W100289

Sd/- (Amish Ashvinbhai Sanghavi) Membership No: 101413

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Annexure A : Referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date

Re: K. P. ENERGY LIMITED

I. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. c. According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

II. a. The management has conducted physical verification of inventory except goods-in-transit at reasonable intervals during the year. b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

III. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of clauses 3(iii) (a), (b) & (c) of the Order are not applicable to the Company and hence not commented upon.

IV. In our opinion and according to the information and explanations given to us, the company does not have any transactions to which the provisions of Section 185 apply. The company has complied with the provisions of Section 186 of the Act, with respect to the loans, investments, guarantees and security.

V. The Company has not accepted any deposits from the public. Hence, the provisions of Sections 73 to 76 or any other relevant provisions of The Companies Act and rules framed there under are not applicable. The provisions of clause 3(v) of the Order are not applicable to the Company and hence not commented upon.

VI. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of the cost records U/S. 148(1) of the Companies Act, 2013, related to the activities carried out by the Company , and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same. VII. a. During the year the company has not deposited undisputed statutory dues in respect of Provident Fund, Income Tax, Service tax, GST, Dividend Distribution Tax , TDS etc. in time. b. According to the information and explanations given to us, Rs. 42,22,150/- are outstanding for more than 6 months as on the balance sheet date in respect of undisputed SGST and CGST from the date they became payable.

VIII. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks and Financial Institution. The Company had no Debentures issued or outstanding during the year.

IX. The company did not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loan, bank CC & SLC facilities and mortgage loan taken by the company have been applied for the purposes for which they raised.

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X. According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

XI. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

XII. In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

XIII. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the notes to the standalone financial statements as required by the applicable accounting standards.

XIV. According to the information and explanations given to us and based on our examinations of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

XV. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly the provisions of clause 3(xv) of the Order are not applicable and hence not commented upon.

XVI. According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and hence not commented upon.

FOR ON BEHALF OF K A Sanghavi And Co LLP Chartered Accountants FRN : 120846W / W100289

Sd/- (Amish Ashvinbhai Sanghavi) Membership No: 101413

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ANNEXURE - B TO THE AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of K. P. ENERGY LIMITED (“The Company”) as of 31 March 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that 1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

However, we are of the opinion that the company can make the Internal Controls on Financial Reporting more adequate and more effective considering the inherent risk and nature and size of the business activities carried out by the company.

FOR ON BEHALF OF K A Sanghavi And Co LLP Chartered Accountants FRN : 120846W / W100289

Sd/- (Amish Ashvinbhai Sanghavi) Membership No: 101413

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STANDALONE BALANCE SHEET AS AT MARCH 31, 2018 (In N) Particulars Note 31/03/2018 31/03/2017 EQUITY AND LIABILITIES Shareholders’ funds Share capital 3 8,55,00,000.00 8,55,00,000.00 Reserves and surplus 4 26,19,35,731.84 24,31,53,471.34 Money received against share warrants - - 34,74,35,731.84 32,86,53,471.34

Share application money pending allotment - -

Non-current liabilities Long-term borrowings 5 30,52,27,558.00 15,13,92,939.27 Deferred tax liabilities (Net) 6 8,53,95,908.14 6,63,62,798.00 Other Long term liabilities 7 10,44,33,866.69 17,60,44,609.69 Long-term provisions - - 49,50,57,322.83 39,38,00,346.96 Current liabilities Short-term borrowings 8 5,87,97,230.64 2,43,01,285.24 Trade payables 9 33,93,44,056.86 19,32,53,425.92 Other current liabilities 10 7,12,21,843.56 8,08,43,787.54 Short-term provisions 11 2,44,01,819.00 1,96,04,272.00 49,37,64,950.06 31,80,02,770.70

TOTAL 1,33,62,58,014.73 1,04,04,56,589.00 ASSETS Non-current assets Fixed assets Tangible assets 12 84,50,96,655.00 50,28,46,407.00 Intangible assets - - Capital work-in-progress 13 24,14,475.00 17,85,00,000.00 Intangible assets under development - - 84,75,11,130.00 68,13,46,407.00 Non-current investments 14 1,22,25,170.00 84,30,000.00 Deferred tax assets (net) - - Long-term loans and advances 15 18,80,637.00 18,46,518.00 Other non-current assets - - 86,16,16,937.00 69,16,22,925.00 Current assets Current investments - - Inventories 16 9,72,77,137.00 3,74,25,820.00 Trade receivables 17 23,40,99,407.48 25,62,66,503.01 Cash and cash equivalents 18 8,38,22,247.25 1,86,41,987.29 Short-term loans and advances 19 5,55,64,842.00 3,01,85,523.70 Other current assets 20 38,77,444.00 63,13,830.00 47,46,41,077.73 34,88,33,664.00

TOTAL 1,33,62,58,014.73 1,04,04,56,589.00

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STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018 (In N) Particulars Note 31/03/2018 31/03/2017 Revenue from operations 21 60,09,44,307.82 11298,36,365.50 Other income 22 14,31,138.96 4,15,977.50 Total Revenue 60,23,75,446.78 11302,52,343.00

Expenses Cost of materials consumed 23 31,57,98,496.08 6487,70,128.23 Purchases of Stock-in-Trade - - Changes in inventories of finished goods - - work-in-progress and Stock-in-Trade Employee benefits expense 24 5,49,19,642.00 3,65,42,747.00 Finance costs 25 3,42,54,205.30 1,99,80,387.56 Depreciation and amortization expense 26 2,87,94,878.00 1,23,51,323.00 Other expenses 27 13,07,70,729.76 15,26,49,703.92 Total expenses 56,45,37,951.14 87,02,94,289.71

Profit before exceptional, extraordinary and prior period 3,78,37,495.64 25,99,58,053.29 items and tax Exceptional items - - Profit before extraordinary and prior period items and tax 3,78,37,495.64 25,99,58,053.29 Extraordinary Items - - Profit before prior period items and tax 3,78,37,495.64 25,99,58,053.29 Prior Period Items 28 (22,125.00) 10,09,858.08 Profit before tax 3,78,15,370.64 26,09,67,911.37 Tax expense: 29 Current tax - 4,71,60,962.00 Deferred tax 1,90,33,110.14 4,48,62,464.00 Profit/(loss) for the period from continuing operations 1,87,82,260.50 16,89,44,485.37 Profit/(loss) from discontinuing operations - - Tax expense of discontinuing operations - - Profit/(loss) from Discontinuing operations (after tax) - - Profit/(loss) for the period 1,87,82,260.50 16,89,44,485.37 Earnings per equity share: 30 Basic 2.20 19.76 Diluted 2.20 19.76

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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

Particulars 31ST MARCH 2018 31ST MARCH 2017 Cash flow from operating activities Profit / (loss) before tax and exceptional items 3,78,15,370.64 26,09,67,911.37 Adjustments for : Depreciation 2,87,94,878.00 1,23,51,323.00 Bad debts written off - 3,68,650.00 Preliminary and pre operative expenses written off 19,44,920.00 19,44,920.00 Loss on sale of Fixed Assets 2,76,018.00 3,55,304.00 Depreciation (prior period) - (14,45,507.58) Bank FD interest (accrued) - (4,91,466.00) Operating profit / (loss) before working capital change 6,88,31,186.64 27,40,51,134.79 Movements in working capital (Increase) / decrease in inventories (5,98,51,317.00) 99,42,378.00 (Increase) / decrease in sundry Debtors 2,21,67,095.53 (17,93,86,260.28) (Increase) / decrease in short term advances and loans 1,10,39,297.70 (1,19,691.83) (Increase) / decrease in long term Loan and advances (34,119.00) (79,137.00) (decrease) / Increase in trade payables 14,60,90,630.94 8,75,51,354.12 (decrease) / increase in other current liabilities (96,21,943.98) 5,72,87,550.98 (decrease) / increase in other long term liabilities (7,16,10,743.00) 15,13,86,084.69 Cash (used in) / generated from operating activities 10,70,10,087.83 40,06,33,413.47 Direct tax paid, net (1,71,69,459.00) (3,87,44,970.00) Net cash (used in) / generated from operating activities (A) 8,98,40,628.83 36,18,88,443.47 Cash flow from investing activites Payment for purchase of fixed asset including capital work in (19,87,21,333.00) (43,96,78,197.00) progress Proceeds from sale of fixed assets 1,94,000.00 11,81,500.00 Investments in subsidiaries / associates (37,95,170.00) (82,77,000.00) Loans repaid by / (granted to) subsidiaries, net (86,10,564.00) 56,99,450.00 Net cash (used in) / generated from investing activities ( B ) (21,09,33,067.00) (44,10,74,247.00) Cash flow from financing activities Proceeds from issuance of share capital - - Addition in Security Premium - - Proceeds / (repayment) from short term borrowings, net 3,44,95,945.40 1,26,68,053.32 Proceeds / (repayment) from long term borrowings, net 15,38,34,618.73 7,44,72,318.27 Equity dividend distribution tax paid (3,48,116.00) (6,96,250.00) Dividend Paid (17,09,750.00) (34,20,000.00) Net cash (used in) / generated from financing activities ( C ) 18,62,72,698.13 8,30,24,121.59 Net Increase / (decrease) in cash and cash equivalment 6,51,80,259.96 38,38,318.06 (A+B+C) Cash and cash equivalent at the beginning of the year 1,86,41,987.29 1,48,03,669.23 Cash and cash equivalent at the end of the year 8,38,22,247.25 1,86,41,987.29 Notes :

1. The figures in brackets represent outflows. 2. Previous period's figures have been regrouped / reclassified, wherever necessary, to confirm to current Year presentation.

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NOTES ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2018

1. CORPORATE INFORMATION :

K.P. Energy Limited (“the Company”) was incorporated on 08/01/2010 as a Private Limited company and later on converted in Public Limited Company domiciled in India. Its shares are listed on BSE SME platform. The company is primarily engaged in Wind Farm development, development of Wind Mills and allied services related to it along with generation of electricity through wind mill.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

(i) Basis of preparation of Financial Statements : These financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared under the historical cost convention on accrual basis, except in case of assets for which provision for impairment for certain financial instruments which are measured at fair value. All amounts included in the financial statements are reported in absolute figures of Indian Rupees.

(ii) Presentation and disclosure of financial statements : During the year end 31ST March 2018, the company has presented the financial statements as per the Schedule III notified under the Companies Act, 2013. The company has also reclassified the previous figures in accordance with the requirements applicable in the current year.

(iii) Use of estimates : The preparation of financial statements in conformity with Indian GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, if any at the end of the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

(iv) Tangible Fixed Assets (AS 10) : Tangible Fixed assets are carried at cost of acquisition and other applicable costs less accumulated depreciation and accumulated impairment loss, if any. The cost of fixed assets includes cost of acquisition plus, any freight, taxes, duties and other incidental expenses that are directly attributable to bring the assets to their working conditions for their intended use. Borrowing costs directly attributable to the qualifying assets are capitalized as part of the cost. The costs of internally generated assets comprise direct costs attributed to the generation of the assets.

Capital work in progress, if any comprises of the cost of fixed assets that are not yet ready for their intended use at the balance sheet date. Assets held for disposal, if any are stated at the lower of net book value and the estimated net realizable value.

When parts of the items of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to the property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the company and the cost of the item can be measured reliably.

Gain / loss arising from de-recognition / sale / disposal of fixed assets are measured as the difference between the net disposal / sale proceeds and the carrying amount of the assets and are recognized in the statement of profit or loss when the asset is derecognized / disposed off.

Advances paid towards the acquisition of fixed assets, if any outstanding as of balance sheet date is disclosed under long term loans and advances. No assets have been revalued during the year.

(v) Intangible Assets :

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Intangible assets are stated at the consideration paid for acquisition less accumulated amortization and accumulated impairment losses, if any. Intangible assets, if any are amortised on a straight line basis over the estimated useful economic life.

(vi) Borrowing Costs (AS 16): Loan processing charges paid to Bank for Term Loans have been charged to respective assets account since the same are attributable to the acquisition of qualifying assets as per the requirements of AS 16. Borrowing cost primarily includes interest and amortisation of ancillary costs incurred in connection with the arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

(vii) Depreciation / Amortization (AS 6): Depreciation on tangible fixed assets is calculated on the Straight Line Method (SLM) based on the useful lives and residual values estimated by the management in accordance with Schedule II to the Companies Act, 2013. The identified components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset. Intangible assets, if any are amortized on a straight line basis over the estimated useful economic life. No assets have been revalued during the year.

(viii) Impairment of tangible and Intangible Assets (AS 28): As per the estimates made by the management and as per the various assessments made by the management, there were no indicators whether internal or external (as provided in para 8 of AS 28) which has led to the impairment loss to any assets. Since there are no such indicators which suggest that the net value of the assets would fall significantly by passage of time and normal use, the company has not provided for any impairment loss for any assets during the current financial period. The company has chosen the “value in use” technique and as per the measurement of future cash flow, the management is of the opinion that the future cash flow and the terminal value of the assets would not be significantly less than the carrying value and hence no impairment for any assets has been provided for in the financial statements. No reversal of impairment loss has been recognized in the Profit & loss Account.

Since the company has not carried out the activities in segments, the impairment loss or reversal of the impairment loss has not been provided for the segments. In the opinion of the Board of Directors and to the best of their knowledge and belief the aggregate value of the current assets , loans and advances on realization in the ordinary course of business, will not be less than the amount at which they are stated in the Balance Sheet.

(ix) Investments (AS 13): Investments which are readily realisable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments. On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. Current investments are carried in the financial statements at lower of cost and fair value determined in respect of each category of the investments. Long-term investments are carried at cost. However, provision for diminution in value, if any is made to recognise a decline other than temporary in the value of the investments. On disposal of an investment, if any, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss. The company has made Investments in the shares of subsidiary companies and capital contribution in various LLP in current financial year which is recognised under the head non-current investments at cost. All other Investments are stated at cost or Net realizable value whichever is less.

(x) Government grants and subsidies (AS 12): Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) the grant / subsidy will be received.

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When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected useful life of the related asset. During the year, the Company has not applied for any Grants / subsidies related to the Revenue or specific Fixed Assets nor the Company has received any such Grants / subsidies during the year.

(xi) Inventories (AS 2): Inventories of materials including stores and spares and consumables, packing materials, components, work- in-progress, project work-in-progress. Inventories except work in progress are valued at the lower of cost and estimated net realisable value. Inventory of power is recognized at net realizable value. Cost in case of work in progress is determined on the basis of the actual expenditure attributable to the said work till the end of the reporting period.

(xii) Revenue recognition (AS 9): Revenue comprises sale of materials, sale of power generated by the Company, service income, interest. Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and that the revenue can be reliably measured. The Company collects sales taxes, Service tax, value added taxes (VAT), GST as applicable on behalf of the government and therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from revenue.

Sales: Revenue from sale of goods is recognised in the statement of profit and loss when the significant risks and rewards in respect of ownership of goods has been transferred to the buyer as per the terms of the respective sales order, and the income can be measured reliably and is expected to be received.

Sale of Power : Revenue from sale of power is recognized as and when significant certainty as to the measurability and collectability exists and actual billing is made to the customers once the actual consumption of power is confirmed from the regulatory authorities and customers.

Revenue from Infrastructure Development and Work Contract Income : Contracts to deliver wind power systems (turnkey and projects involving installation and / or commissioning apart from supply) are recognised in revenue based on the stage of completion of the individual contract using the percentage completion method and accordingly the customers are billed after taking into account the conditions of Work Order provided the order outcome as well as expected total costs can be reliably estimated.

Interest Income: Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(xiii) CENVAT, Gujarat VAT Credit & GST : CENVAT, Gujarat VAT credit, Service tax credit and GST credit available on purchase of materials, purchase of capital goods and input services is not charged to cost of material, capital goods and services. CENVAT VAT credit, service tax credit and GST Credit availed is accounted by way of adjustment against VAT payable, Service tax payable, GST payable on dispatch of finished goods or service tax payable and GST payable on rendering of services.

(xiv) Retirement and other Employee benefits (AS 15) : Defined contributions to Provident Fund are charged to the statement of Profit & Loss of the year, when the employee renders the related service. There are no other obligations other than the contribution payable to the respective statutory authorities. No retirement benefits have been paid to any employee during the year by the company. Retirement benefits in the form of Gratuity and other long term / short term employee benefits have not been provided in the financial statements.

(xv) Foreign Exchange Transactions (AS 11): The Company has not entered into any Foreign Exchange Transactions during the year under consideration. The company has not entered into any forward exchange contracts during the year.

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(xvi) Taxation (AS 22): Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each reporting date, the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognises MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognises MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT credit entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period in future.

Separate and detailed calculation of Deferred tax is appended in these notes.

(xvii) Provisions and contingent liabilities, Contingent assets (AS 29): A provision is recognised when the Company has a present obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made of the amount of obligation. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These estimates are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Provisions of various expenses are recognized in the financial statements since there exists present obligations as a result of event and the expenses are accrued and incurred during the year. The opening balance of provisions is used during the year against the payments during the year. The closing balances of provisions are the expenses accrued during the year and provided.

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A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements unless the possibility of an outflow is remote. A contingent asset is not recognized in the financial statements and hence not disclosed.

(xviii) Earning / (loss) per share (AS 20) : Basic earnings / (loss) per share are calculated by dividing the net profit / (loss) for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for any bonus shares issued during the year and also after the balance sheet date but before the date the financial statements are approved by the board of directors for the purpose of calculating diluted earnings / (loss) per share. The net profit / (loss) for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The number of equity shares and potentially dilutive equity shares are adjusted for bonus and right issue as appropriate. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

(xix) Cash and Cash Equivalents : Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand, cheques on hand and short-term investments with an original maturity of three months or less.

(xx) Operating leases : Where the Company is a lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on the basis of the lease (rent agreements). Initial direct costs such as legal costs, brokerage costs, etc. if any, are recognised immediately in the statement of profit and loss.

3. Share Capital (In N) Particulars 31/03/2018 31/03/2017 Authorised 1,06,00,000 (1,05,00,000) Equity Shares FULLY PAID UP of N 10/- 10,60,00,000.00 10,50,00,000.00 Par Value 10,60,00,000.00 10,50,00,000.00 Issued 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par 8,55,00,000.00 8,55,00,000.00 Value 8,55,00,000.00 8,55,00,000.00 Subscribed 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par 8,55,00,000.00 8,55,00,000.00 Value 8,55,00,000.00 8,55,00,000.00 Paidup 85,50,000 (85,50,000) Equity Shares FULLY PAID UP of N 10/- Par 8,55,00,000.00 8,55,00,000.00 Value Fully Paidup 8,55,00,000.00 8,55,00,000.00

Terms / Rights Attached To Equity Shares The Company has only one class of equity shares having a par value of Rs 10 each. Each holder of equity shares is entitled to one vote per share. During the year the company has not declared in interim dividend nor proposed any final dividend. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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Details of convertible securities: The company has not issued any securities convertible into equity or preference shares.

Details Of Shares Reserved For Employees Stock Options: The company has not reserved any shares for employees’ stock options.

Holding More Than 5% 31/03/2018 31/03/2017 Particulars Number of Number of % Held % Held Share Share Ashish Ashwin Mithani 11,40,646 13.34 11,40,646 13.34 Farukbhai Gulambhai Patel 41,56,250 48.61 41,56,250 48.61 Veer Value Ventures LLP 5,00,000 5.85 5,00,000 5.85

Share Holders Holding More Than 5 % Equity Shares In the Company As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. The company has no holding company.

Details Of Shares For Preceding Five Years

Particulars 31/03/2018 31/03/2017 31/03/2016 31/03/2015 31/03/2014 Number Of Equity Shares Bought Back 0 0 0 0 0 Number Of Preference Shares Redeemed 0 0 0 0 0 Number of Equity Share Issue as Bonus Share 0 51,30,000 15,00,000 0 0 Number of Preference Share Issue as Bonus Share 0 0 0 0 0 Number of Equity Shares Allotted For Contracts 0 0 0 0 0 Without Payment Received In Cash Number of Preference Shares Allotted For Contracts 0 0 0 0 0 Without Payment Received In Cash

Reconciliation 31/03/2018 31/03/2017 Particulars Number of Number of Amount Amount Share Share Number of shares at the beginning 85,50,000 8,55,00,000.00 34,20,000 3,42,00,000.00 Add : Issue 0 0.00 51,30,000 5,13,00,000.00 Less : Bought Back 0 0.00 0 0.00 Others 0 0.00 0 0.00 Number of shares at the end 85,50,000 8,55,00,000.00 85,50,000 8,55,00,000.00

4. Reserve and Surplus (In N) Particulars 31/03/2018 31/03/2017 Securities Premium Opening 89,00,000.00 6,02,00,000.00 Adjusted Bonus Shares (0.00) (5,13,00,000.00) TOTAL 89,00,000.00 89,00,000.00

Profit and Loss Opening 23,42,53,471.34 7,14,83,351.97 Amount Transferred From Statement of P&L 1,87,82,260.50 16,89,44,485.37 Appropriation and Allocation Interim Dividend 0.00 34,20,000.00 Final Dividend 0.00 17,10,000.00 Equity Dividend Distribution Tax 0.00 10,44,366.00 Others 0.00 0.00 (0.00) (61,74,366.00)

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TOTAL 25,30,35,731.84 23,42,53,471.34

5. Long Term Borrowings (In N) Particulars 31/03/2018 31/03/2017 Term Loan Banks Secured Rupee Axis Bank Batching Plant Loan 7,00,255.00 21,41,377.00 Axis bank concrete pump loan. 0.00 7,46,170.00 SBI Term Loan 5,99,54,265.00 6,36,06,210.00 SBI Term Loan(New) 6,47,01,185.00 7,94,17,425.00 SIDBI Term Loan 1 8,73,35,839.00 0.00 SIDBI Term Loan 2 9,05,50,602.00 0.00 SBI Car Loan 7,85,412.00 13,30,174.00 Financial Institution Unsecured Rupee Capital First Ltd 0.00 24,51,575.47 Magma Fincorp Ltd 0.00 7,70,344.80 tata capital finance services ltd 0.00 9,29,663.00

Loan and Advances From Related Parties Unsecured Director Ashish A Mithani 10,00,000.00 0.00 Faruk G. Patel 2,00,000.00 0.00 TOTAL 30,52,27,558.00 15,13,92,939.27

Long term borrowings: The company has outstanding balance of term loan from SBI N 12.47 Crores (14.30 Crores), and Axis Bank N 7 lakhs (N 28.88 Lakhs) which are secured by first pari passu charge on all fixed assets created out of Bank finance. The loan of SBI is further secured by collateral securities of various flats of KPI Global Infrastructure Ltd., and immovable properties of the director and family members of the Directors, Other fixed assets of the Company including Plant and machineries, lands situated at various places and bank FD. The borrowings are further secured by personal guarantee of Directors and family members of directors along with corporate guarantee of KPI Global infrastructure Ltd. Loans from Axis bank are secured against the respective assets for which the loans were sanctioned by the bank. Other long term loans from Capital First Ltd., Magma Fincorp Ltd., and Tata Capital Finance Services Ltd. are unsecured loans.

Vehicle loan of N 7,85,412 (N 13,30,174) of which N 5,71,356/- (N 5,14,093) classified as Current maturities of long term debt is secured against vehicle under hire purchase contract. During the year company has taken 2 new term loans from SIDBI and outstanding balance is 17.79 Crores (N NIL) for setting up wind mills at Sathara, Bhavnagar and Rinawada, Porbandar. The amounts of all terms loans are the amounts which are left after classifying the amounts under Current maturities of long term debt.

(Amounts are in Lakhs) Principal Rate of Tenure Monthly Loan Details Loan Security offered Interest (months) instalment Amount ICICI Bank 19.00 16.99 36 0.68 NIL Capital First 75.19 19.00 36 4.57 NIL Limited Magma Fincorp 50.00 19.18 24 3.37 NIL Ltd. Tata Capital 35.00 18.05 36 1.96 NIL Finance services

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Principal Rate of Tenure Monthly Loan Details Loan Security offered Interest (months) instalment Amount Ltd. State Bank of 7.00 9.85 60 0.16 Hypothecation of car India (Car Loan) State Bank of 7.48 9.55 36 0.25 Hypothecation of car India (Car Loan) State Bank of 15.00 9.65 60 0.32 Hypothecation of car India (Car Loan) State bank of 825.00 10.00 96 7.00 Hypothecation of wind turbine. India State Bank of 900.00 10.00 69 13.00 Hypothecation of Wind turbine India Axis Bank Ltd. 16.00 10.16 36 0.52 Hypothecation of Concrete Pump Axis Bank Ltd. 19.00 10.15 36 0.61 Hypothecation of Concrete Pump Axis Bank Ltd. 21.00 10.15 36 0.68 Hypothecation of Batching Plant Axis Bank Ltd. 34.00 9.50 36 1.09 Hypothecation of Batching Plant SIDBI – I Hypothecation of Plant and Machinery, 995.00 12.40 114 8.73 Land at Porbandar and Lien on FDR of Rs. 23 Lakhs. SIDBI – II Hypothecation of Plant and Machinery, 995.00 12.40 114 8.73 Land at Bhavnagar and Lien on FDR of Rs. 25.46 Lakhs. Aditya Birla 50.00 18.50 12 4.53 NIL Finance Limited

6. Deferred Taxes (In N) Particulars 31/03/2018 31/03/2017 Deferred Tax Liabilities Depreciation 8,53,95,908.14 6,63,62,798.00 TOTAL 8,53,95,908.14 6,63,62,798.00

CALCULATION OF DEFERRED TAX

Deferred Liabilities Depreciation 10,43,57,739.00 Total (A) 10,43,57,739.00

Total Deferred Liabilities (A-B) 10,43,57,739.00 Tax on Deferred Liabilities @ 28.84% On Rs. 10,43,57,739.00 3,00,96,772.00

Opening Balance of Deferred Tax (Liability) @ 34.61% On Rs. 6,63,62,797.87 19,17,44,577.00 Tax on Opening Balance of Deferred Tax (Liability) @ 28.84% On Rs. 5,52,99,136.01 19,17,44,577.00 Tax Rate Difference on Opening Balance (5,52,99,136.01 - 6,63,62,797.87) -1,10,63,661.86 - Assets

Net Differed Tax (Liabilities) Charged to P & L A/c 1,90,33,110.14

Defer Tax Liabilities/Assets Transferred to Balance Sheet Opening Balance of Deferred Tax (Liabilities) 6,63,62,798.00 Differed Tax (Liabilities) Charged to P & L A/c 1,90,33,110.14 Differed Tax (Liabilities) Transferred to Balance Sheet 8,53,95,908.14

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7. Other Long Term Liabilities (In N) Particulars 31/03/2018 31/03/2017 Trade Payables Others Monosteel India Ltd Deposit 20,00,000.00 0.00 Suzlon Energy Ltd (Daman) 4,53,964.69 0.00 Suzlon global services ltd. 3,13,875.00 0.00 Suzlon gujarat wind park ltd. 1,53,51,702.00 0.00 Aaditya Electricals 3,00,23,552.00 0.00 Meteopole Renewable Energy Pvt Ltd 6,75,000.00 0.00 Sachi Steel Solutions Pvt Ltd 6,7,60,432.00 0.00 Simms Engineering Pvt Ltd 4,81,71,195.00 4,97,17,569.00 Suzlon Energy Ltd 6,84,146.00 12,63,27,040.69 TOTAL 10,44,33,866.69 17,60,44,609.69

8. Short Term Borrowings (In N) Particulars 31/03/2018 31/03/2017 Loans repayable on demand Banks Secured State Bank Of India Cc A/C. 4,07,97,230.64 2,43,01,285.24 State Bank Of India SLC Account 1,80,00,000.00 0.00 Total 5,87,97,230.64 2,43,01,285.24

Short Term Borrowings The company has taken the Cash credit facilities from SBI for N 4.00 Crores (4.00 Crores) which is secured by first pari passu charge on all current assets primarily Stock and Book debts. The rate of interest on the working capital facility from bank is 10 % p.a.(10.00% p.a.) calculated on daily products on monthly rests. Till the renewal of the working capital facility by the bank during March, 2018. During the year company has taken Stand by line of Credit (SLC) from SBI for N 1.80 Crores (NIL) which is secured by first pari passu charge on all current assets primarily Stock and Book debts. The rate of interest on the working capital facility from bank is 11 % p.a.(NIL) calculated on daily products on monthly rests. The same is further secured by collateral securities of various flats of KPI Global Infrastructure Ltd., and immovable properties of the director and family members of the Directors, Other fixed assets of the Company including Plant and machineries, lands situated at various places and bank FD. The borrowings are further secured by personal guarantee of Directors and family members of directors along with corporate guarantee of KPI Global infrastructure Ltd.

9. Trade Payables (In N) Particulars 31/03/2018 31/03/2017 Creditors Due others SUNDRY CREDITORS 33,93,44,056.86 19,32,53,425.92 Total 33,93,44,056.86 19,32,53,425.92

Trade Payables As certified and confirmed by the management that there are no entities of trade payables which are Micro Enterprises and small enterprises.

10. Other Current Liabilities (In N) Particulars 31/03/2018 31/03/2017 Current maturities of long-term debt ICICI Bank Term Loan 0.00 3,76,233.00 State Bank Of India Car Loan 5,71,356.00 5,14,093.00 SIDBI Term Loan 2 1,04,76,000.00 0.00 SIDBI Term Loan 1 1,04,76,000.00 0.00

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SBI Term Loan(New) 1,56,00,000.00 1,17,00,000.00 SBI Term Loan 84,00,000.00 84,00,000.00 Aditya Birla Finance Limited 33,49,861.00 0.00 Axis Bank Concrete Pump Loan. 7,46,170.00 12,14,659.00 Tata Capital Finance Services Ltd 12,54,703.00 19,72,182.00 Magma Fincorp Ltd 7,26,673.27 28,66,965.00 Axis Bank Batching Plant Loan 14,41,122.00 18,19,782.00 Capital First Ltd 23,71,885.29 36,21,955.00 Other payables Employee Related Accrued Salary Payable Pf Payable 1,95,059.00 94,082.00 Salary Payable 50,39,612.00 11,42,287.00 Wages For Site Payable 2,62,640.00 3,64,165.00 Tax Payable TDS TDS Payable 26,77,100.00 28,48,095.00 Service Tax Service Tax Payable 0.00 4,28,33,259.54 Sales Tax CGST 36,25,175.00 0.00 SGST 39,94,057.00 0.00 Other Profession Tax Payable 14,430.00 12,530.00 Income Tax TCS Payable 0.00 3,500.00 Other Accrued Expenses Land Rent Payable 0.00 10,50,000.00 Office Rent Payable 0.00 10,000.00 Total 7,12,21,843.56 8,08,43,787.54

11. Short Term Provisions (In N) Particulars 31/03/2018 31/03/2017 Dividend Dividend on Equity Shares Proposed Dividend 0.00 17,10,000.00 Unpaid Dividend 250.00 0.00 Dividend On Distribution Tax Dividend On Distribution Tax Equity Shares Tax On Proposed Dividend 0.00 3,48,116.00 Tax Provision Current Tax Income Tax Payable 2,44,01,569.00 1,75,46,156.00 Total 2,44,01,819.00 1,96,04,272.00

12. Tangible assets (In N) Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

Land Free Hold Land

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Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

Land At 35,75,925. 35,75,925 35,75,92 35,75,92 Baradiya 00 .00 5.00 5.00 Land At 29,04,420. 2,50,526.0 31,54,946 31,54,94 29,04,42 Beda 00 0 .00 6.00 0.00 Land At 36,78,584. 36,78,584 36,78,58 36,78,58 Degam 00 .00 4.00 4.00 Kucchdi Site Land At 4,72,000.0 2,85,000.0 7,57,000. 7,57,000. 4,72,000. Khari 0 0 00 00 00 Mahuva Land At 3,74,663.0 3,74,663. 3,74,663. 3,74,663. Kikariya 0 00 00 00 Land At 9,67,614.0 9,67,614 9,67,614. Madhiya 0 .00 00 Land At 25,19,500. 25,19,500 25,19,50 25,19,50 Mahuva 00 .00 0.00 0.00 Land At 16,75,991. 16,75,991 16,75,99 16,75,99 Matalpar 00 .00 1.00 1.00 Land At 37,30,750. 37,30,750 37,30,75 Naip 00 .00 0.00 Land At 23,24,100. 23,24,100 23,24,10 23,24,10 Rinawad 00 .00 0.00 0.00 a Porbandr a Land At 26,29,887. 23,98,000. 50,27,887 5,027,88 26,29,88 Sathara 00 00 .00 7.00 7.00 Mahuva Land At 1,11,111.0 1,11,111. 1,11,111. 1,11,111. Talaja 0 00 00 00 Land At 33,22,250. 33,22,250 33,22,25 33,22,25 Vagnagar 00 .00 0.00 0.00 Land At 51,000.00 36,06,532. 36,57,532 36,57,53 51,000.0 Vataliya 00 .00 2.00 0 Bhavnag ar Total 2,46,07,04 1,02,70,80 9,67,614 3,39,10,2 3,39,10,2 24,607,0 5.00 8.00 .00 39.00 39.00 45.00 Building Other Building Civil 1,25,000.0 1,25,000. 2,439.00 1,975.00 4,414.0 1,20,586. 1,22,561. Work At 0 00 0 00 00 Phithalpu r Civil 1,15,000.0 1,15,000. 2,830.00 1,817.00 4,647.0 1,10,353. 1,12,170. Work At 0 00 0 00 00 Shetrana Civil 1,20,000.0 1,20,000. 2,352.00 1,896.00 4,248.0 1,15,752. 1,17,648. Work At 0 00 0 00 00 Tarsai Construct 4,79,570.0 4,79,570. 7,577.00 7,577.00 15,154. 4,64,416. 4,71,993. ion At 0 00 00 00 00 Sub Station Degam Construct 82,79,009. 82,79,009 2,54,720. 1,30,806. 3,85,52 7,89,348 80,24,28 ion At 00 .00 00 00 6.00 3.00 9.00 Sub Station Matalpar Construct 1,51,479.0 1,51,479. 21,071.0 6,351.00 27,422. 1,24,057. 1,30,408. ion At 0 00 0 00 00 00 Sub Station

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Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

Ratdi Construct 10,621,37 1,06,21,3 4,03,790. 1,67,818. 5,71,60 1,00,49,7 1,02,17,5 ion At 6.00 76.00 00 00 8.00 68.00 86.00 Sub Station Ratdi Construct 6,06,450.0 6,06,450. 9,582.00 9,582.00 19,164. 5,87,286. 5,96,868. ion At 0 00 00 00 00 Sub Station Vagnagar Total 2,04,97,88 2,04,97,8 7,04,361. 3,27,822. 10,32,1 1,94,65,7 1,97,93,5 4.00 84.00 00 00 83.00 01.00 23.00 Plant And Machine ry Annemo 10,000.00 10,000.00 3,554.00 676.00 4,230.0 5,770.00 6,446.00 meter 0 Annemo 9,078.00 9,078.00 3,543.00 625.00 4,168.0 4,910.00 5,535.00 meter 0 Annemo 91,018.00 91,018.00 3,857.00 5,762.00 9,619.0 81,399.0 87,161.0 meter 0 0 0 Batching 68,18,333. 68,18,333 3,21,716. 4,31,600. 7,53,31 60,65,01 64,96,61 Plant 00 .00 00 00 6.00 7.00 7.00 Diesel 15,18,875. 23,51,550. 38,70,425 1,04,353. 2,22,331. 3,26,68 35,43,74 14,14,52 Generato 00 00 .00 00 00 4.00 1.00 2.00 r General 1,06,58,67 3,79,234.0 1,10,37,9 7,18,874. 69,0370. 14,09,2 96,28,66 99,39,80 Machiner 7.00 0 11.00 00 00 44.00 7.00 3.00 y General 1,90,995.0 1,90,995. 72,504.0 13,074.0 85,578. 1,05,417. 11,8491. Machiner 0 00 0 0 00 00 00 y General 1,90,990.0 1,90,990. 37,140.0 12,115.0 49,255. 1,41,735. 1,53,850. Machiner 0 00 0 0 00 00 00 y Met Mast 15,34,490. 1,72,39,10 1,87,73,5 1,63,424. 2,59,870. 4,23,29 1,83,50,2 13,71,06 00 0.00 90.00 00 00 4.00 96.00 6.00 Motor 3,395.00 3,395.00 1,187.00 229.00 1,416.0 1,979.00 2,208.00 Pump Set 0 Motor 20,500.00 20,500.00 7,274.00 1,386.00 8,660.0 11,840.0 13,226.0 Pump Set 0 0 0 Motor 10,032.00 10,032.00 3,548.00 678.00 4,226.0 5,806.00 6,484.00 Pump Set 0 Sokkia 34,650.00 34,650.00 4960.00 2,193.00 7,153.0 27,497.0 29,690.0 Auto 0 0 0 Level Switch 4,19,44,97 4,19,44,9 38,30,52 15,94,29 54,24,8 3,65,20,1 3,81,14,4 Yard 8.00 78.00 7.00 8.00 25.00 53.00 51.00 And Transfor mer Switch 13,00,81,7 4,15,46,19 17,16,27, 34,08,09 60,94,81 95,02,9 162,12,5 1,26,67,3 Yard 28.00 7.00 925.00 7.00 8.00 15.00 010.00 631.00 And Transfor mer Windcub 69,27,966. 69,27,966 10,813.0 1,0813. 69,17,15 e Lidar 00 .00 0 00 3.00 System Wind 26,52,00,0 29,12,47,3 55,64,47, 76,76,33 1,66,80,2 2,43,56 53,20,90, 25,75,23, Power 00.00 73.00 373.00 1.00 49.00 ,580.00 793.00 669.00 Generati on Plant Total 45,83,17,7 35,96,91,4 81,80,09, 1,63,60,8 2,60,21,0 4,23,81 7,75,62,7 44,19,56,

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Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

39.00 20.00 159.00 89.00 87.00 ,976.00 183.00 850.00 Equipme nts Office Equipme nts Mobile 1,51,901.0 57,900.00 2,09,801. 26,716.0 37,149.0 63,865. 1,45,936. 1,25,185. Phones 0 00 0 0 00 00 00 Mobile 8,950.00 8,950.00 8,502.00 8,502.0 448.00 448.00 Phones 0 Mobile 8,800.00 8,800.00 8,360.00 8,360.0 440.00 440.00 Phones 0 Mobile 7,050.00 7,050.00 6,697.00 6,697.0 353.00 353.00 Phones 0 Mobile 28,000.00 28000.00 26,600.0 26,600. 1,400.00 1,400.00 Phones 0 00 Mobile 30,494.00 30494.00 28,969.0 28,969. 1,525.00 1,525.00 Phones 0 00 Mobile 34,994.00 34994.00 33,244.0 33,244. 1,750.00 1,750.00 Phones 0 00 Mobile 6,000.00 6000.00 5,700.00 5,700.0 300.00 300.00 Phones 0 Mobile 12,100.00 12100.00 11,495.0 11,495. 605.00 605.00 Phones 0 00 Mobile 7,200.00 7200.00 6,840.00 6,840.0 360.00 360.00 Phones 0 Mobile 5,950.00 5950.00 5,652.00 5,652.0 298.00 298.00 Phones 0 Mobile 3,000.00 3000.00 2,850.00 2,850.0 150.00 150.00 Phones 0 Mobile 9,850.00 9850.00 9,357.00 9,357.0 493.00 493.00 Phones 0 Mobile 1,200.00 1200.00 950.00 190.00 1,140.0 60.00 250.00 Phones 0 CC TV 58069.00 58069.00 6,106.00 6,106.0 51,963.0 Camera 0 0 Total 3,15,489.0 115969.00 431458.0 1,81,932. 43,445.0 2,25,37 2,06,081. 1,33,557. 0 0 00 0 7.00 00 00

Comput er Equipme nts Compute 9,09,062.0 933687.00 1842749. 3,82,161. 4,57,168. 8,39,32 10,03,42 5,26,901. r And 0 00 00 00 9.00 0.00 00 Accessor ies Compute 2,12,148.0 212148.0 2,01,539. 2,01,53 10,609.0 10,609.0 r And 0 0 00 9.00 0 0 Accessor ies Compute 6,300.00 6300.00 5,985.00 5,985.0 315.00 315.00 r And 0 Accessor ies Compute 29,920.00 29920.00 28,424.0 28,424. 1,496.00 1,496.00 r And 0 00 Accessor ies Compute 45,000.00 45000.00 42,750.0 42,750. 2,250.00 2250.00 r And 0 00 Accessor ies Compute 4,050.00 4050.00 3,847.00 3,847.0 203.00 203.00 r And 0 Accessor

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Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj. ies Compute 1,800.00 1800.00 1,710.00 1,710.0 90.00 90.00 r And 0 Accessor ies Compute 28,400.00 28400.00 26,980.0 26980. 1,420.00 1,420.00 r And 0 00 Accessor ies Compute 15,770.00 15770.00 14,981.0 14,981. 789.00 789.00 r And 0 00 Accessor ies Compute 25,750.00 25750.00 24,462.0 24,462. 1,288.00 1,288.00 r And 0 00 Accessor ies Compute 19,500.00 19500.00 18,525.0 18,525. 975.00 975.00 r And 0 00 Accessor ies Gps 33,285.00 99500.00 132785.0 17,023.0 26,426.0 43,449. 89,336.0 16,262.0 System 0 0 0 00 0 0 Total 13,30,985. 1033187.0 2364172. 7,68,387. 4,83,594. 1,251,9 11,12,19 5,62,598. 00 0 00 00 00 81.00 1.00 00 Other Equipme nts Televisio 44,000.00 37500.00 81500.00 7,166.00 5,928.00 13094. 68,406.0 36,834.0 n 00 0 0 Televisio 15,011.00 15011.00 8,558.00 1,902.00 10460. 4,551.00 6,453.00 n 00 Refrigera 64,680.00 34500.00 99180.00 10,075.0 8,615.00 18690. 80,490.0 54,605.0 tor 0 00 0 0 Electrical 20,16,594. 2016594. 1,35,378. 1,91,576. 326954 16,89,64 18,81,21 Installati 00 00 00 00 .00 0.00 6.00 on And Equipme nt Air 2,38,600.0 238600.0 1,06,650. 26,322.0 132972 1,05,628. 1,31,950. Conditio 0 0 00 0 .00 00 00 ner Air 5,56,307.0 4,16,859.0 9,73,166. 65,611.0 77,907.0 1,43,51 8,29,648. 4,90,696. Conditio 0 0 00 0 0 8.00 00 00 ner Tools 2,53,241.0 2,53,241. 56,278.0 24,058.0 80,336. 1,72,905. 19,6963. And 0 00 0 0 00 00 00 Equipme nts Total 31,88,433. 4,88,859.0 36,77,292 3,89,716. 3,36,308. 7,26,02 29,51,26 27,98,71 00 0 .00 00 00 4.00 8.00 7.00 Furnitur e And Fixtures Furniture 66,32,322. 3,25,245.0 69,57,567 7,01,790. 6,53,297. 13,55,0 56,02,48 59,30,53 And 00 0 .00 00 00 87.00 0.00 2.00 Fixtures Furniture 19,435.00 19,435.00 10,103.0 2,117.00 12,220. 7,215.00 9,332.00 And 0 00 Fixtures Furniture 10,900.00 10,900.00 5,389.00 1,166.00 6,555.0 4,345.00 5,511.00 And 0 Fixtures Furniture 4,58,983.0 4,58,983. 1,95,121. 46,945.0 2,42,06 216,917. 2,63,862. And 0 00 00 0 6.00 00 00 Fixtures

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Gross Depreciation Impairment Net

Particul ars Period Period During During Closing Closing Closing Closing Opening Opening Opening Opening Reversal Addition Deduction Deduction Other Adj.

Furniture 71,990.00 71,990.00 30,570.0 7,360.00 37,930. 34,060.0 41,420.0 And 0 00 0 0 Fixtures Furniture 52,240.00 52,240.00 22,144.0 5,340.00 27,484. 24,756.0 30,096.0 And 0 00 0 0 Fixtures Furniture 1,33,755.0 1,33,755. 56,259.0 13,642.0 69,901. 63,854.0 77,496.0 And 0 00 0 0 00 0 0 Fixtures Furniture 43,124.00 43,124.00 17,760.0 4,377.00 22,137. 20,987.0 25,364.0 And 0 00 0 0 Fixtures Furniture 23,290.00 23,290.00 9,501.00 2,358.00 11,859. 11,431.0 13,789.0 And 00 0 0 Fixtures Furniture 3500.00 3,500.00 1,047.00 335.00 1,382.0 2,118.00 2,453.00 And 0 Fixtures Furniture 3,045.00 3,045.00 905.00 291.00 1,196.0 1,849.00 2,140.00 And 0 Fixtures Total 74,52,584. 3,25,245.0 77,77,829 10,50,58 7,37,228. 17,87,8 59,90,01 6,401,99 00 0 .00 9.00 00 17.00 2.00 5.00 Vehicles

Motor Vehicles Discover 53,134.00 53,134.00 29,832.0 5,048.00 34,880. 1,82,54.0 23,302.0 Bike 0 00 0 0 Discover 51,729.00 51,729.00 28,464.0 4,914.00 33,378. 18,351.0 23,265.0 Bike 0 00 0 0 Heavy 61,0,549.0 2,21,000.0 8,31,549. 199.00 80,302.0 80,501. 7,51,048. 6,10,350. Vehicles 0 0 00 0 00 00 00 Hero 4,98,663.0 4,98,663. 35,827.0 47,373.0 83,200. 4,15,463. 4,62,836. Honda 0 00 0 0 00 00 00 (Splender ) Hero 4,38,652.0 4,38,652. 35,478.0 41,672.0 77,150. 3,61,502. 4,03,174. Honda 0 00 0 0 00 00 00 Cb Shine Hero 40,000.00 40,000.00 7,164.00 3,800.00 10,964. 29,036.0 32,836.0 Mestro 00 0 0 Motor 55,66,124. 7,51,189 48,14,935 5,80,134. 6,38,763. 2,81,17 9,37,72 38,77,20 4,985,99 Car 00 .00 .00 00 00 1.00 6.00 9.00 0.00 Two 53,725.00 3,36,270.0 3,89,995. 3,356.00 23,522.0 26,878. 3,63,117. 50,369.0 Wheeler 0 00 0 00 00 0 Total 73,12,576. 5,57,270.0 7,51,189 71,18,657 7,20,454. 8,45,394. 2,81,17 12,84,6 58,33,98 65,92,12 00 0 .00 .00 0,0 00 1.00 77.00 0.00 2.00 Grand 52,30,22,7 37,24,82,7 17,18,80 89378669 2,01,76,3 2,87,94,8 2,81,17 0.00 4,86,90 0.0 0.0 0. 0.00 84,50,96, 5,02,84,6 Total 35.00 58.00 3.00 0.00 28.00 78.00 1.00 ,035.00 0 0 00 655.00 407.00 Previous 26,36,80,8 26,11,78,1 18,36,35 52,30,22, 81,24,55 1,23,51,3 2,99,55 0.00 2,01,76 0.0 0.0 0. 0.00 50,28,46, 25,55,56, 94.00 97.00 6.00 735.00 7.00 23.00 2.00 ,328.00 0 0 00 407.00 337.00

FIXED ASSETS : a. Amount shown as deduction from Land at Madhiya Rs. 967614/- is the amount of advances given for purchase of land which was wrongly included under the head fixed assets in earlier year. Hence the same is shown as deduction from the respective land and included in Short term loans and advances with the name of the person to whom the said advances were given. b. There is no intent to sale any of the assets held by the company and hence there is no fixed assets held for disposal. c. All the assets purchased during the year were put to use before 31st March 2018. The assets which are not put to

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use during the year are separately shown under capital work-in-progress at the year end except wind power generation plant at Mahuva, Sathara amounted to Rs. 14,76,04,042/- which is included in total addition in the wind power generation Plant amounted to Rs. 29,12,47,373/-. The power generation plant at Mahuva, Sathara is commissioned on 29/06/2017, however, the commercial production has not been started from the said plant and hence no depreciation has been provided for this plant.

There is no lease hold fixed asset held by the company during the year under reporting and in the preceding year.

13. Capital work-in-progress (In N) Particulars 31/03/2018 31/03/2017 Tangible Assets Work in Progress CAPITAL WORK IN PROGRESS 24,14,475.00 17,85,00,000.00 Total 24,14,475.00 17,85,00,000.00

14. Non-current investments (In N) Particulars 31/03/2018 31/03/2017 Investments in Equity Instruments NonTrade, Unquoted Investment in Subsidiary 3,93,217 (31/03/2017 : 2,88,100) Equity Shares Of N 10 Each 39,32,170.00 28,81,000.00 Fully Paidup In Wind Farm Developers Private Limited 4,97,800 (31/03/2017 : 4,20,100) Equity Shares Of N 10 Each 49,78,000.00 42,01,000.00 Fully Paidup In K P Energy Mahua Windfarms Private Limited 2,67,000 (31/03/2017 : 105100) Equity Shares Of N 10 Each 26,70,000.00 10,51,000.00 Fully Paidup In Ungarn Renewable Energy Private Limited 5,100 (31/03/2017 : ) Equity Shares Of N 10 Each Fully 51,000.00 0.00 Paidup In Evergreen Mahuva Windfarms Private Limited Investments In Llp Firms Belampar Power Infra Llp (Fixed) 99,000.00 0.00 Hajipir Renewable Energy Llp (Fixed) 99,000.00 0.00 Mahuva Power Infra Llp (Fixed) 99000.00 99,000.00 Manar Power Infra Llp (Fixed) 99,000.00 99,000.00 Miyani Power Infra Llp (Fixed) 99,000.00 99,000.00 Vanki Renewable Energy Llp (Fixed) 99,000.00 0.00 Total 1,22,25,170.00 84,30,000.00

Firms/Partners Detail Firms/Partners Capital Percentage Belampar Power Infra Llp (Fixed) K P Energy Limited 99,000 99 Ashish Ashwin Mithani 1,000 1 Hajipir Renewable Energy Llp (Fixed) K P Energy Limited 99,000 99 Ashish Ashwin Mithani 1,000 1 Mahuva Power Infra Llp (Fixed) K P Energy Limited 99,000 99 Ashish Ashwin Mithani 1,000 1 Manar Power Infra Llp (Fixed) K P Energy Limited 99,000 99 Ashish Ashwin Mithani 1,000 1 Miyani Power Infra Llp (Fixed) K P Energy Limited 99,000 99 Ashish Ashwin Mithani 1,000 1 Vanki Renewable Energy Llp (Fixed) K P Energy Limited 99,000 99

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Ashish Ashwin Mithani 1,000 1

Non Current Investments During the year the company has acquired further shares of the subsidiary companies and accordingly the total percentage of holding of the Company in the subsidiary companies is as follows : 1) KP Energy Mahuva Windfarms Private Limited. 99.03 % (98.85%) 2) Ungarn Renewable Energy Private Limited. 98.20 % (95.55%) 3) Windfarm Developers Private Limited 98.77 % (98.33%) 4) Evergreen Mahuva Windfarms Private Limited 51% (NIL) 5) During the year the company has entered into LLP as partner and appointed Mr. Faruk Patel to act as Designated Partner on behalf of the Company. Another Director Mr. Ashish Mithani is also a designated partner in these LLPs and the Company hold 99% stake in all the LLPs whereas Mr. Ashish Mithani holds 1% stake in these LLPs. Refer Note No. 34

15. Long-term loans and advances (In N) Particulars 31/03/2018 31/03/2017 Security Deposits Unsecured, considered good Amrut Ganga Water 4,500.00 4,500.00 Bse Deposit 6,50,000.00 6,50,000.00 Deposit (Rent) 3,00,000.00 3,00,000.00 Federation Of Gujarat Industries(Switch) 1,09,250.00 1,09,250.00 Ila Dhiren Parikh (Rent Deposit) 30,000.00 30,000.00 Paschim Gujarat Vij Company Limited 5,12,392.00 4,92,768.00 Reliance Jio Deposit 14,495.00 0.00 Rent Deposit (H.O.) 2,50,000.00 2,50,000.00 Vat Deposit 10,000.00 10,000.00 Total 18,80,637.00 18,46,518.00

16. Inventories (In N) Particulars 31/03/2018 31/03/2017 Closing Stock Closing Stock 9,72,77,137.00 3,74,25,820.00 Total 9,72,77,137.00 3,74,25,820.00

Inventories: Inventories are valued at cost or net realisable value whichever is lower by following FIFO method. Inventories of leasehold lands are valued at cost. Inventory includes stock of power valued at net realisable value.

17. Trade receivables (In N) Particulars 31/03/2018 31/03/2017 Trade Receivable Unsecured considered good Within Six Months Sundry Debtors 22,10,03,404.97 25,20,16,391.01 Exceeding Six Months Sundry Debtors 1,30,96,002.51 42,50,112.00 Total 23,40,99,407.48 25,62,66,503.01

Trade Receivables: Sundry debtors are trade receivables which are due in respect of goods sold in the normal course of the business. The debtors outstanding for more than 6 months are those debtors which are outstanding for more than 6 months from the date of Invoice but all of them are good as reviewed by the management and hence no provisions for doubtful debts has been made.

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18. Cash and cash equivalents (In N) Particulars 31/03/2018 31/03/2017 Cash in Hand 5,444.00 9,18,376.09 Balances With Banks Balance With Scheduled Banks Current Account AXIS Bank 2,74,732.20 80,406.81 Bank Of Baroda - 1473 0.00 62,541.00 ICICI Bank 0.00 8,05,389.89 State Bank Of India 7,995.05 25,273.50 State Bank Of India Escrow Ac 20,000.00 0.00 State Bank Of India Unpaid Dividend Account 10,351.00 0.00 Deposit Account Fixed Deposit With SBI 5,25,99,283.00 1,67,50,000.00 Fixed Deposit With SIDBI 3,09,04,442.00 0.00 Total 8,38,22,247.25 1,86,41,987.29

19. Short-term loans and advances (In N) Particulars 31/03/2018 31/03/2017 Security Deposits Loans and advances to related parties Unsecured, considered good K P Energy Mahuva Windfarm Pvt Ltd 0.00 3,09,000.00 Ungarn Renewable Energy Pvt Ltd 0.00 2,59,000.00 Wind Farm Developers Pvt Ltd 0.00 3,09,000.00 Hajipir Renewable Energy Llp (Current) 3,51,907.00 0.00 Miyani Power Infra Llp (Current) 88,63,150.00 0.00 Vanki Renewable Energy Llp (Current) 2,72,507.00 0.00

Loans and advances to others Unsecured, considered good Excise Duty Credit Receivable 0.00 34,81,007.00 Service Tax Credit Receivable 0.00 40,57,123.19 VAT Credit Receivable 0.00 13,24,303.51 Hanumant Pharma 21,261.00 22,443.00 Jorubhai Bhayabhai Dhasat 24,67,614.00 0.00 Loan To Employee 1,22,500.00 2,57,500.00 Mercy Global 0.00 9,74,747.00 TDS Receivable Ay 2018-19 1,56,69,459.00 0.00 We Associate 0.00 5,00,000.00 Works Contract Receivable 8,41,417.00 0.00 Pre Paid Internet Charges 10,311.00 3,555.00 Pre Paid Rent 2,13,417.00 4,48,177.00 Prepaid Insurance 2,02,089.00 6,22,554.00 Prepaid Interest 4,66,647.00 0.00 Prepaid Metmast Rent & Securities 71,959.00 0.00 Prepaid Software Exps. 18,077.00 0.00 MAT Credit Entitlement 2,59,72,527.00 1,76,17,114.00 Total 5,55,64,842.00 3,01,85,523.70

Short Term Loans And Advances Amount shown under the head short term loans and advances are the amounts of current capital contribution to various subsidiary LLPs.

20. Other current assets (In N)

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Particulars 31/03/2018 31/03/2017 FD Interest Receivable 0.00 4,91,466.00 Preliminary And Preoperative Expense 38,77,444.00 58,22,364.00 Total 38,77,444.00 63,13,830.00

21. Revenue from operations (In N) Particulars 31/03/2018 31/03/2017 Sale of Products Other Goods Revenue From Sale Of Power 3,18,26,707.82 1,65,32,698.50 Sales 1,84,50,000.00 10,63,25,000.00 Sale Of Services Revenue From Infrastructure Development 53,82,55,100.00 71,56,08,667.00 Revenue From Operation And Maintenance Services 58,62,500.00 4,20,000.00 Work Contract Income 65,50,000.00 29,09,50,000.00 Total 60,09,44,307.82 1,12,98,36,365.50

22. Other income (In N) Particulars 31/03/2018 31/03/2017 Interest Interest On Fixed Deposit 15,85,249.00 5,47,098.00 Interest On It Refund 0.00 1,52,586.00 Profit(Loss) On Redemption / Sale Of Investment & Fixed Assets (Net) Loss On Sale Of Fixed Assets (2,76,018.00) (3,55,304.00) Miscellaneous Discount (Net) 1,06,713.96 44,980.50 Other Income 12,000.00 0.00 Scrape Sale Income 3,194.00 26,617.00 Total 14,31,138.96 4,15,977.50

23. Cost of materials consumed (In N) Particulars 31/03/2018 31/03/2017 Raw Material Opening 3,74,25,820.00 4,73,68,198.00 Purchase 37,56,49,813.08 63,99,89,530.23 Adjustment 0.00 (11,61,780.00) Closing 9,72,77,137.00 3,74,25,820.00 31,57,98,496.08 64,87,70,128.23 Total 31,57,98,496.08 64,87,70,128.23

Details of Raw Material

Particulars 31/03/2018 31/03/2017 Work In Progress 31,57,98,496.08 64,87,70,128.23 Total 31,57,98,496.08 64,87,70,128.23

24. Employee Benefits Expense (In N) Particulars 31/03/2018 31/03/2017 Salary, Wages & Bonus Wages To Workers 3,29,01,213.00 1,93,22,389.00 Arrears Of Salary 14,71,675.00 0.00 Bonus To Staff 0.00 10,42,225.00 Salary 1,96,27,875.00 1,52,68,046.00

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Contribution To Provident Fund Contribution To Pf 6,48,978.00 4,25,931.00 Staff Welfare Expenses Staff Welfare Expenses 2,68,001.00 4,28,646.00 Other Employee Related Expenses Rent For Employee Accomodation 1,900.00 55,510.00 Total 5,49,19,642.00 3,65,42,747.00

25. Finance Costs (In N) Particulars 31/03/2018 31/03/2017 Interest Expenses Interest Expenses Interest On Loan 2,41,63,157.29 1,33,15,304.27 Bank Charges Bank Charges 85,794.73 1,06,335.29 Other Interest Charges Interest On Income Tax 0.00 1,19,301.00 Interest On PT 20.00 0.00 Interest On Service Tax 38,82,584.00 18,76,488.00 Interest On TCS 525.00 0.00 Interest On TDS 5,60,816.00 3,73,202.00 Interest On VAT 44,084.00 34,059.00 Finance Charges Gurantee Charges Bank Guarantee Charges 28,34,483.00 11,02,138.00 Other Finance Charges Franking Expenses 3,70,202.00 6,75,200.00 Inspection Charges 0.00 6,570.00 Late Payment Charges On Loan 26,604.00 0.00 LC Interest 13,90,610.28 0.00 Processing Fees 8,95,325.00 23,71,790.00 Total 3,42,54,205.30 1,99,80,387.56

26. Depreciation and amortisation expense (In N) Particulars 31/03/2018 31/03/2017 Depreciation & Amortisation Depreciation Tangible Assets 28794878.00 12351323.00 Total 28794878.00 12351323.00

27. Other expenses (In M) Particulars 31/03/2018 31/03/2017 Manufacturing Service Costs Expenses Power and Fuel Petrol And Diesel Expenses 1,87,55,809.00 2,21,91,930.64 Frieght And Forwarding Charges Transportation Expenses 97,52,530.00 1,14,67,610.00 Lease Rentals Lease Rent On Land 3,36,000.00 92,41,416.00 Cost Of Taxes And Others Levies By Government, Localauthorities Cst Expenses 1,01,904.14 9,51,107.88 Excise Duty Expense 14,27,736.10 1,00,18,063.86 VAT Expenses 29,06,290.00 1,50,19,612.19 Local Taxes 45,87,319.00 0.00 Stamp Duty 4,79,053.00 0.00

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Particulars 31/03/2018 31/03/2017 Other Manufacturing Costs Dump Yard Rent 1,10,000.00 1,10,000.00 Electrical Expenses 4,92,779.76 19,31,767.00 Labour Expenses 33,57,732.94 19,41,674.00 Miscellaneous Purchase For Site 3,87,113.00 33,50,968.45 Processing Fees For Geda 34,58,750.00 25,93,000.00 Site Expenses 4,10,13,480.96 3,78,81,054.00 Transfer Fees Expense Of Geda 7,47,500.00 3,02,500.00 Transmission Charges 13,10,982.00 15,93,601.00 SLDC Charges 49,361.00 0.00 Administrative And General Expenses Telephone Postage Telephone Expenses 4,46,647.44 5,00,170.00 Courier Charges 2,93,302.50 2,61,027.00 Printing Stationery Stationery And Printing Expenses 5,03,484.13 4,95,427.00 Rent Rates And Taxes Municipal Tax 15,621.00 10,425.00 Profession Tax 2,400.00 2,400.00 Rent Expenses 15,03,777.00 10,49,823.00 Batching Plant Rent 30,000.00 0.00 Land Rent Exps. 5,91,000.00 0.00 Swachha Bharat Cess Expenses 7,42,770.97 0.00 Labour Tax 2,838.00 0.00 Income Tax 0.00 2,84,238.00 Service Tax Expenses 0.00 34,01,720.17 Auditors Remuneration Audit Fees 1,82,000.00 3,60,000.00 Stock Audit Fees 27,600.00 0.00 Directors Sitting Fees Sitting Fees To Director 1,25,000.00 0.00 Managerial Remuneration Director Remuneration 57,00,000.00 41,90,500.00 Repairs Maintenance Expenses Repairing And Maintenance Exp 6,79,890.64 91,062.00 Electricity Expenses Electricity Expenses 4,96,216.66 1,87,804.00 Travelling Conveyance Travelling And Conveyance Expenses 8,59,983.74 7,45,623.00 Hotel & Guest House Rent 2,23,636.00 0.00 Legal And Professional Charges Legal And Professional Fees 42,40,552.00 48,28,773.50 Certification Charges 1,95,213.00 0.00 ISO Training 19,770.00 0.00 Valuation Exps. 11,500.00 0.00 Insurance Expenses Insurance Expenses 13,91,959.96 24,94,895.00 Vehicle Running Expenses Vehicle Repairing Expenses 8,05,642.85 6,63,379.00 Donations Subscriptions Donation Expenses 25,000.00 5,53,501.00 Csr Expenses 31,64,933.00 25,10,292.00 Safety And Security Expenses Security Service Charges 32,04,438.00 0.00 Catering Canteen Expenses Canteen Expenses 54,50,516.00 50,51,330.00 Information Technology Expenses

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Particulars 31/03/2018 31/03/2017 Software Expenses 1,60,184.17 17,200.00 Seminars Conference Expenses Seminar Fees 41,600.00 0.00 Registration And Filing Fees Roc Expenses 30,395.00 2,32,750.00 Other Administrative And General Expenses House Keeping Expenses 63,758.00 3,000.00 Internet Expenses 40,626.00 75,847.00 Miscellaneous Exps 3,05,218.46 4,80,352.23 Office Expenses 6,15,429.00 6,93,675.00 Stipend Exp. 1,60,097.00 0.00 Agm Exps 54,220.00 0.00 Application Fee Exp 3,60,000.00 0.00 Application Fees -Geda 25,000.00 0.00 Computer Accessories 39,342.65 0.00 Late Filing Fees 60,400.00 0.00 Late Payment Charges 19,155.71 0.00 O & M Charges 52,812.00 0.00 Tender Fees 19,102.33 0.00 Testing Charges 54,000.00 0.00 Training Exp 82,272.00 0.00 Web Designing Exps. 23,000.00 0.00 Selling Distribution Expenses Advertising Promotional Expenses Advertisement Expenses 2,05,776.00 87,558.00 Commission Paid Brokerage 1,55,000.00 0.00 Other Selling Distribution Expenses Business Promotion Expenses 49,28,932.00 18,74,553.00 Write Off Assets And Liabilities Sundry Expenses Written Off Preliminary And Preoperative Expense 19,44,920.00 18,12,420.00 Assets Written Off Bed Debts 0.00 3,68,650.00 Research And Development Expenses R & D Expenses 9,48,346.00 5,72,600.00 Other Expenses Rebate Expenses 1,71,109.65 1,35,404.00 Penalty On Service Tax 0.00 19,000.00 Total 1307,70,729.76 15,26,49,703.92

28. Prior Period items (In N) Particulars 31/03/2018 31/03/2017 Prior Period Income Depreciation 0.00 14,45,508.08 Prior Period Expenses Miscellaneous Purchase For Site (0.00) (23,100.00) Repairing And Maintenance Exp (0.00) (42,680.00) Site Expenses (0.00) (68,500.00) Sitting Fees To Director (0.00) (1,70,000.00) TDS (22,125.00) (0.00) Transportation Expenses (0.00) (1,15,000.00) Vehicle Expenses (0.00) (16,370.00) Total (22,125.00) 10,09,858.08

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29. Tax Expense (In N) Particulars 31/03/2018 31/03/2017 Current Tax Provision For Income Tax 0.00 4,71,60,962.00 Deferred Tax 1,90,33,110.14 4,48,62,464.00 Total 1,90,33,110.14 9,20,23,426.00

30. Earnings per equity share (In N) Particulars 31/03/2018 31/03/2017 Earnings Per Equity Share Basic Basic EPS Before Extra Ordinary Item 2.20 19.76 Diluted Diluted EPS Before Extra Ordinary Item 2.20 19.76 Number of Shares used in computing EPS Basic 85,50,000 85,50,000 Diluted 85,50,000 85,50,000 Weighted Average Number of shares Number of Shares for basic EPS calculation Number of Bonus Shares Issued 0.00 51,30,000.00 Number of Shares at Beginning of the year 85,50,000.00 34,20,000.00

31. Operating leases :

The Company has taken certain premises under cancellable operating leases. However there is no escalation clause. Each renewal is at the option of lessee. There are no restrictions placed upon the company by entering into these leases. The total rental expense under cancellable operating leases during the period was N 15,03,777 (N 10,49,823).

32. Earning / (loss) per share :

Basic and Dilutive Earnings per Share (“EPS”) computed in accordance with Accounting Standard (AS) 20 ‘Earnings per Share’.

Particulars 2017-2018 2016-2017 Basic : Profit after tax as per P & L Account before exceptional item A 1,87,82,260.50 16,89,44,485.37 Weighted Number of Equity shares outstanding during the period B 8550000 85500000 Basic EPS (Rupees) A/B 2.20 19.76 Diluted EPS (Rupees) A/B 2.20 19.76

Since the company has not issued any convertible preference shares or convertible debentures, the diluted EPS is same as that of Basic EPS.

33. Segmental Reporting (AS 17):

As permitted by paragraph 4 of Accounting Standard-17 (As-17),”Segment Reporting”, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need by presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS-17 are given in consolidated financial statements.

34. Related Party Disclosures :

a. List Of Related Parties And Nature Of Relationships Where Control Exists :

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Sr. No. Name of the related party Nature of relationship 1 K P Energy Mahuva Windfarm Pvt Ltd Subsidiary company 2 Evergreen Mahuva Windfarms Private Limited Subsidiary company 3 Ungarn Renewable Energy Private Limited Subsidiary company 4 Wind Farm Developers Private Limited Subsidiary company 5 Belampar Power Infra LLP Subsidiary LLP 6 Hajipir Renewable Energy LLP Subsidiary LLP 7 Mahuva Power Infra LLP Subsidiary LLP 8 Manar Power Infra LLP Subsidiary LLP 9 Miyani Power Infra LLP Subsidiary LLP 10 Vanki Renewable Energy LLP Subsidiary LLP b. Other Related Parties With Whom Transactions Have Taken Place During The Year :

i) Entities where Key Management Personnel (KMP) / relatives of key management personnel (RKMP) have significant influence : • Faaiz Money Changer Private Limited, • KP Sor-Urja Limited, • KP Human Development Foundation, • KPI Global Infrastructure Limited, • KP Buildcon Private Limited.

ii) Key Management Personnel : • Faruk Gulambhai Patel - Managing Director • Ashish Ashwin Mithani - Whole Time Director • Pravin Singh – Chief Financial Officer • Karmit Haribhadrabhai Sheth – Company Secretary

iii) Relatives of key management personnel : • Vahidabanu Faruk Patel, • Aayesha Farukh Patel, • Jolly Ashish Mithani, • Gulambhai Mahamad Ali Patel • Rashida Gulambhai Mahamad Patel c. Transactions Between The Company And Related Parties And The Status Of Outstanding Balances As At March 31, 2018 (And March 31, 2017)

Entities where KMP / Particulars Subsidiaries RKMP has significant KMP RKMP influence Subscription to / purchase of 37,95,170 Nil Nil Nil equity shares / Capital (82,77,000) (Nil) (Nil) (Nil) Contribution to LLPs Current Capital contribution to 94,87,564 Nil Nil Nil LLPs (Nil) (Nil) (Nil) (Nil) Loans Given Nil Nil Nil Nil (8,77,000) (Nil) (Nil) (Nil) Managerial remuneration & Nil Nil 65,47,100 Nil Incentives (Nil) (Nil) (48,05,917) (Nil) Collaterals provided by Nil 1,42,00,000 Nil 45,00,000 (Nil) (1,42,00,000) (Nil) (45,00,000) Sales to Subsidiary 9,50,49,000 Nil Nil Nil (Nil) (Nil) (Nil) (Nil) Unsecured Loans Taken Nil Nil 12,00,000 Nil (Nil) (Nil) (Nil) (Nil)

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Loans given to related parties are repayable on demand. The loans given to related parties are interest free. These loans have been utilized by these related parties for funding their business operations. d. Disclosure Of Significant Transactions With Related Parties :

Type of Name of the entity / Year ended on Year ended on Type of Transaction relation-ship person March 31, 2018 March 31, 2017 Subscription to / purchase of Subsidiary Wind farm Developers 10,51,170 28,31,000 equity shares / Capital Private Limited Contribution to LLPs Subsidiary K P Energy Mahuva Wind 7,77,000 41,50,000 Farms Private Limited Subsidiary Ungarn Renewable 16,19,000 10,00,000 Energy Private Limited Subsidiary Evergreen Mahuva 51,000 Nil Windfarms Private Limited Subsidiary Mahuva Power Infra LLP Nil 99,000 Subsidiary Miyani Power Infra LLP Nil 99,000 Subsidiary Manar Power Infra LLP Nil 99,000 Subsidiary Belampar Power Infra 99,000 Nil LLP Subsidiary Hajipir Renewable Energy 99,000 Nil LLP Subsidiary Vanki Renewable Energy 99,000 Nil LLP Current capital contribution to Subsidiary Hajipir Renewable Energy 3,51,907 Nil LLPs LLP Subsidiary Miyani Power Infra LLP 88,63,150 Nil Subsidiary Vanki Renewable Energy 2,72,507 Nil LLP Loans Given Subsidiary Wind farm Developers 4,90,000 Nil Private Limited Loans Received Back Subsidiary Wind farm Developers 4,90,000 Nil Private Limited Managerial remuneration KMP Faruk Gulambhai Patel 27,00,000 20,26,500 KMP Ashish Ashwin Mithani 30,00,000 21,64,000 KMP Pravin Singh 4,07,100 3,66,250 KMP Karmit Sheth 3,27,000 2,49,167 Incentives. KMP Faruk Gulambhai Patel 39,000 Nil KMP Ashish Ashwin Mithani 39,000 Nil KMP Pravin Singh 15,000 Nil KMP Karmit Sheth 20,000 Nil Collaterals Provided by Entities where KPI Global Infrastructure 1,42,00,000 1,42,00,000 KMP / RKMP Ltd. has significant influence RKMP Vahidabanu Faruk Patel 27,00,000 27,00,000 RKMP Aayesha Faruk patel 18,00,000 18,00,000 Sales Subsidiary Evergreen Mahuva 9,54,49,000 Nil Windfarms Private Limited Unsecured loans taken KMP Faruk Gulambhai Patel 2,00,000 NIL KMP Ashish Ashvinbhai 13,00,000 NIL Mithani Unsecured loan repaid KMP Ashish Ashvinbhai 3,00,000 NIL Mithani

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Disclosures as required by Regulation 34(3) read with para A of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Amount Type of Maximum Amount Name Outstanding as at relationship outstanding during the year March 31, 2018

Subsidiary Wind farm Developers Private Limited 0.00 4,90,000

Note :- No loans have been granted by the Company to any person for the purpose of investing in the shares of K p Energy Limited or any of its Subsidiaries.

35. Cash Flow Statement :

Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

36. Based on the information available with the company, there are no dues to Micro & Small Enterprises under the Micro, Small and medium Enterprises Development Act, 2006.

37. Disclosure Required U/S. 186(4) OF The Companies Act, 2013 :

For details of loans and guarantees given to and given by related parties, refer Note No. 34. For details of securities provided by the related parties, refer Note No. 5 & 34. For details of Investments made refer Note No. 14.

38. The provisions of sec. 135 of the Companies Act, 2013 related to Corporate Social Responsibility are applicable to the company hence, expenses is made out of profit and expenses were incurred by the company during the reporting period.

39. During the year the company has not entered into any hire purchase agreement with any institutions.

40. Provision for trade guarantees / warrantees :

The company is primarily engaged in Wind Farm development, development of Wind Mills and allied services related to it along with generation of electricity through wind mill and not provided or entered into any service contracts which creates the liability of warranties etc. and therefore, no such liabilities are provided.

41. Capital And Other Commitments :

There are no contracts remaining to be executed on Capital account and hence no provision has been made on this account. The Company has no obligation on account of non-fulfilment of export commitments under various advance licenses during the reporting period and hence no provisions have been made.

42. Additional information pursuant to the provisions of Schedule III of The Companies Act, 2013

a. Value of imports calculated on CIF basis

Particulars March 31, 2018 March 31, 2017 Raw Materials & Components NIL NIL Stores and Spares NIL NIL Capital Goods NIL NIL

b. Expenditure in Foreign Currency (Accrual Basis)

Particulars March 31, 2018 March 31, 2017 Expenses debited in the statement of Profit & Loss NIL NIL

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c. Imported and Indigenous raw materials, components and spare parts consumed : (Amount in Lakhs Rupees) Particulars March 31, 2018 March 31, 2017 Amount % Amount % Imported NIL 0.00 NIL 0.00 Indigenous 3157.98 100.00 6487.70 100.00

d. Earning in Foreign Currency (accrual basis) :

Particulars March 31, 2018 March 31, 2017 FOB value of exports NIL NIL

e. Directors’ Remuneration :

Particulars March 31, 2018 March 31, 2017 Directors’ Remuneration 57,00,000 41,90,500

f. Auditor’s remuneration :

Particulars March 31, 2018 March 31, 2017 As Statutory Auditor and Tax Auditor 1,82,000 3,60,000 TOTAL 1,82,000 3,60,000

43. Accounting policies not specifically referred to otherwise are consistent and in consonance with the generally accepted accounting policies. (GAAP).

44. The previous year’s figures have been regrouped or reclassified wherever necessary to confirm with the current year’s presentation.

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INDEPENDENT AUDITOR’S REVIEW REPORT (Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, Board of Directors

K.P. ENERGY LIMITED A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat - 395009

(1) We have reviewed the accompanying statement of Unaudited Standalone Financial result of K.P. ENERGY LIMITED for the half year ended on 30th September, 2018. This Statement is responsibility of the Company’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

(2) We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

(3) Based on our review conducted as above, nothing has come to our attention that cause us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

FOR K. A. SANGHAVI & CO. LLP CHARTERED ACCOUNTANTS FRN: 120846W/W100289 Place: Surat Date: 03/10/2018 AMISH ASHVINBHAI SANGHAVI PARTNER M. No. 101413

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FINANCIAL RESULTS FOR THE HALF YEAR ENDED ON 30-09-2018

(Rs. in Lacs) Half Year Ended For the Year 31-03- 30.09.2018 30.09.2017 Ended Particulars 2018 Unaudited Unaudited 31.03.201 Audited (CY H1) (LY H1) 8 Audited (LY H2) FY 17-18 1 2 3 4 5 I Revenue from Operations 5,125.75 2,337.73 3,671.71 6,009.44 (a) Net Sales/income from Operations (Net of excise duty) (i) Revenue from Infrastructure Development 4,528.21 2,099.50 3,533.05 5,632.55 (ii) Revenue from Sale of Power 556.36 204.81 113.46 318.27 (iii) Revenue from Operation & Maintenance Services 41.18 33.43 25.20 58.63 II Other Income 19.64 14.09 0.22 14.31 III Total Revenue (I + II) 5,145.39 2,351.82 3,671.93 6,023.75 IV Expenses: (a) Cost of Materials consumed 2,755.79 577.58 2,580.40 3,157.98 (b) Purchases of Stock-in-Trade - - - - (c) Changes in inventories of finished goods, work-in- - - - - progress and stock-in-trade (d) Employee benefits expense 415.91 373.40 178.30 551.70 (e) Finance Costs 241.42 264.20 78.34 342.54 (f) Depreciation and amortisation expense 178.41 189.97 97.98 287.95 (g) Other expenses 552.04 719.34 585.87 1,305.21 Total Expenses 4,143.57 2,124.48 3,520.89 5,645.37 V Profit before exceptional and extraordinary items and 1,001.82 227.34 151.04 378.38 tax (III - IV) VI Exceptional Items - - - - VII Profit before extraordinary items/Prior Period Items 1,001.82 227.34 151.04 378.38 and tax (V - VI) VIII Extraordinary items/Prior Period Items - 0.22 - 0.22 IX Profit before tax (VII - VIII) 1,001.82 227.12 151.04 378.16 X Tax Expenses (1) Current tax(Net) (278.81) 12.25 (12.25) - (2) Deferred tax (16.18) (152.78) (37.55) (190.33) XI Profit / (Loss) for the period from continuing 706.83 86.59 101.24 187.83 operations (VII - VIII) XII Profit/(Loss) from discontinuing operations - - - - XIII Tax expense of discontinuing operations - - - - XIV Profit / (Loss) from Discontinuing operations (after - - - - tax) (XII-XIII) XV Profit / (Loss) for the period (XI + XIV) 706.83 86.59 101.24 187.83 Paid-up equity share capital (Face Value: Rs. 10/- 1,111.50 855.00 855.00 855.00 each) XVI (a) Earnings Per Share (before extraordinary items) (i) Basic 6.36 1.01 1.18 2.19 (ii) Diluted 6.36 1.01 1.18 2.19 (b) Earnings Per Share (after extraordinary items) (i) Basic 6.36 1.01 1.18 2.19 (ii) Diluted 6.36 1.01 1.18 2.19 Investor Complaint Pending Pending at the beginning of the half year NIL Received During The half year NIL Disposed of During the half year NIL Remaining unresolved at the end of the period NIL

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Notes: 1) The above Financial Results of the company for the half year ended on September 30, 2018 as reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on October 03, 2018.

2) Previous period/year figures have been re-grouped/re-classified wherever required.

For & on behalf of Board For K.P. Energy Limited

Sd/- Sd/- Ashish A Mithani Farukbhai G Patel Date: 03/10/2018 Whole Time Director Managing Director Place: Surat (DIN: 00152771) (DIN: 00414045)

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STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Lacs)

Sr. Half Year Ended Previous Year Ended Particulers No. 30.09.2018 31.03.2018

A. EQUITY AND LIABILITIES 1 Shareholder's Funds (a) Share Capital 1,111.50 855.00 (b) Reserves and Surplus 3,069..69 2,619.36 (c)Money Received against share warrants - - Total Shareholder’s Funds 4,181.18 3,474.36 2 Share Application Money Pending Allotment - - 3 Non-Current Liabilities (a) Long-term borrowings 2,770.24 3,052.28 (b) Deferred tax liabilities (Net) 870.13 853.96 (c)Other Long term liabilities 696.18 1,044.34 (d) Long term provisions - - Sub-total Non-Current Liabilities 4,336.55 4,950.58 4 Current Liabilities (a) Short-term borrowings 507.60 587.97 (b) Trade payables- (i) total outstanding dues of micro - - enterprises and small enterprises; and (ii) total outstanding dues of creditors 2,602.79 3,393.44 other than micro enterprises and small enterprises (c)Other current liabilities 852.87 712.22 (d) Short-term provisions 504.68 244.01 Sub-total Current Liabilities 4,467.94 4,937.64 TOTAL EQUITY AND LIABILITIES 12,985.67 13,362.58 B. ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 8,444.84 8,451.01 (ii) Intangible assets - - (iii) Capital work-in-progress 24.14 24.14 (iv) Intangible assets under development - - (b) Non-current investments 124.25 122.25 (c)Deferred tax assets (net) - - (d) Long term loans and advances 15.74 18.80 (e) Other non-current assets - - Sub-total Non-Current Assets 8,608.97 8,616.20 2 Current assets (a) Current investments - - (b) Inventories 659.14 972.77 (c)Trade receivables 2,405.18 2,340.99 (d) Cash and cash equivalents 641.37 838.22 (e) Short-term loans and advances 632.24 555.64 (f) Other current assets 38.77 38.77

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Sub-total Current Assets 4,376.70 4,746.38 TOTAL-ASSETS 12,985.67 13,362.58

For & on behalf of Board For K.P. Energy Limited

Sd/- Sd/-

Ashish A Mithani Farukbhai G Patel Date: 03/10/2018 Whole Time Director Managing Director Place: Surat (DIN: 00152771) (DIN: 00414045)

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INDEPENDENT AUDITOR’S REVIEW REPORT (Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, Board of Directors

K.P. ENERGY LIMITED A-1/2, Firdos Tower, Behind Fazal Shopping Centre, Adajan Patia, Surat - 395009

(1) We have reviewed the accompanying statement of Unaudited Consolidated Financial result of K.P. ENERGY LIMITED (“the Parent) and its Subsidiaries (the parent and its subsidiaries together referred to as “the Group”), its jointly controlled entities and associates for the half year ended 30th September, 2018. This Statement is responsibility of the Parent’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

(2) We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

(3) The Statement includes the result of the following entities:

(i) K.P. ENERGY LIMITED, (ii) K.P ENERGY MAHUA WINDFARMS PRIVATE LIMITED, (iii) WIND FARM DEVELOPERS PRIVATE LIMITED, (iv) UNGARN RENEWABLE ENERGY PRIVATE LIMITED, (v) MAHUVA POWER INFRA LLP, (vi) MANAR POWER INFRA LLP, (vii) MIYANI POWER INFRA LLP, (ix) BELAMPAR POWER INFRA LLP, (x) HAJIPIR RENEWABLE ENERGY LLP, (xi) VANKI RENEWABLE ENERGY LLP. (xii) HGV DTL TRANSMISSION PROJECTS PRIVATE LTD. (xiii) VG DTL TRANSMISSION PROJECTS PRIVATE LTD. (xiii) EVERGREEN MAHUVA WINDFARMS PRIVATE LIMITED

(4) Based on our review conducted as above, nothing has come to our attention that cause us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

FOR K. A. SANGHAVI & CO. LLP CHARTERED ACCOUNTANTS FRN: 120846W/W100289 Place: Surat Date: 03/10/2018 AMISH ASHVINBHAI SANGHAVI PARTNER M. No. 101413

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CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED ON 30.09.2018

(Rs. in Lacs) Half Year Ended For the Year Ended Particulars 30.09.2018 31.03.2018 30.09.2017 31.03.2018 Audited Unaudited Unaudited Audited (CY H1) (LY H2) (LY H1) FY 17-18 1 2 3 3 5 I Revenue from Operations 5,125.75 2,337.74 3,671.71 6,009.44 (a) Net Sales/income from Operations (Net of excise duty) (i) Revenue from Infrastructure Development 4,528.21 2,099.50 3,533.05 5,632.55 (ii) Revenue from Sale of Power 556.36 204.81 113.46 318.27 (iii) Revenue from Operation & Maintenance 41.18 33.43 25.20 58.63 Services II Other Income 19.64 14.09 0.22 14.31 III Total Revenue (I + II) 5,145.39 2,351.83 3,671.93 6,023.75 IV Expenses: (a) Cost of Materials consumed 2,755.79 461.73 2,577.01 3,038.74 (b) Purchases of Stock-in-Trade - - - - (c) Changes in inventories of finished goods, work- - - - - in-progress and stock-in-trade (d) Employee benefits expense 415.91 373.40 178.30 551.70 (e) Finance Costs 241.42 264.24 78.35 342.59 (f) Depreciation and amortisation expense 178.41 189.98 97.97 287.95 (g) Other expenses 552.04 835.15 589.25 1,424.40 Total Expenses 4,143.57 2,124.50 3,520.88 5,645.38 V Profit before exceptional and extraordinary items 1,001.82 227.33 151.05 378.37 and tax (III - IV) VI Exceptional Items - - - - VII Profit before extraordinary items/Prior Period 1,001.82 227.33 151.05 378.37 Items and tax (V - VI) VIII Extraordinary items/Prior Period Items - 0.22 - 0.22 IX Profit before tax (VII - VIII) 1,001.82 227.11 151.05 378.15 X Tax Expenses (1) Current tax(Net) (278.81) 12.25 (12.25) - (2) Deferred tax (16.18) (152.78) (37.55) (190.33) XI Profit / (Loss) for the period from continuing 706.83 86.58 101.25 187.82 operations (VII - VIII) XII Profit/(Loss) from discontinuing operations - - - - XIII Tax expense of discontinuing operations - - - - XIV Profit / (Loss) from Discontinuing operations - - - - (after tax) (XII-XIII) XV Profit / (Loss) for the period (XI + XIV) 706.83 86.58 101.25 187.82 Paid-up equity share capital (Face Value: Rs. 10/- - 855.00 855.00 855.00 each ) XVI (a) Earnings Per Share (before extraordinary items) (i) Basic 6.36 1.02 1.18 2.19 (ii) Diluted 6.36 1.02 1.18 2.19 (b) Earnings Per Share (after extraordinary items) (i) Basic 6.36 1.02 1.18 2.19 (ii) Diluted 6.36 1.02 1.18 2.19 Investor Complaint Pending Pending at the beginning of the half year NIL Received During The half year NIL Disposed of During the half year NIL

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Remaining unresolved at the end of the period NIL

Notes: 1) The above Financial Results of the company for the half year ended on September 30, 2018 as reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on October 03, 2018.

2) Previous period/year figures have been re-grouped/re-classified wherever required.

For & on behalf of Board For K.P. Energy Limited

Sd/- Sd/- Ashish A Mithani Farukbhai G Patel Date: 03/10/2018 Whole Time Director Managing Director Place: Surat (DIN: 00152771) (DIN: 00414045)

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CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Lacs)

Sr. Half Year Ended Previous Year Ended Particulers No. 30.09.2018 31.03.2018

A. EQUITY AND LIABILITIES 1 Shareholder's Funds (a) Share Capital 1,111.50 855.00 (b) Reserves and Surplus 3,069.69 2,619.36 (c)Money Received against share warrants - - Total Shareholder’s Funds 4,181.19 3,474.36 2 Share Application Money Pending Allotment - - 3 Minority Interest 2.02 2.02 3 Non-Current Liabilities (a) Long-term borrowings 3,771.16 3,094.13 (b) Deferred tax liabilities (Net) 870.13 853.96 (c)Other Long term liabilities 696.18 1,432.85 (d) Long term provisions - - Sub-total Non-Current Liabilities 5,337.47 5,380.94 4 Current Liabilities (a) Short-term borrowings 507.60 587.97 (b) Trade payables- (i) total outstanding dues of micro - - enterprises and small enterprises; and (ii) total outstanding dues of creditors 2,602.79 3,393.44 other than micro enterprises and small enterprises (c)Other current liabilities 705.3 728.32 (d) Short-term provisions 504.68 244.01 Sub-total Current Liabilities 4,320.37 4,953.74 TOTAL EQUITY AND LIABILITIES 13,841.05 13,811.06 B. ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 8,444.84 8,450.97 (ii) Intangible assets - - (iii) Capital work-in-progress 845.69 829.64 (iv) Intangible assets under development - - (b) Non-current investments 262.53 - (c)Deferred tax assets (net) - - (d) Long term loans and advances 15.74 18.81 (e) Other non-current assets - - Sub-total Non-Current Assets 9,568.80 9,299.42 2 Current assets (a) Current investments - - (b) Inventories 1,023.3 1,172.65 (c)Trade receivables 1,932.4 1,514.05 (d) Cash and cash equivalents 706.77 853.22 (e) Short-term loans and advances 575.24 926.76 (f) Other current assets 34.54 44.96 Sub-total Current Assets 4,272.25 4,511.64

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TOTAL-ASSETS 13,841.05 13,811.06

For & on behalf of Board For K.P. Energy Limited

Sd/- Sd/-

Ashish A Mithani Farukbhai G Patel

Whole Time Director Managing Director Date: 03/10/2018 Place: Surat (DIN: 00152771) (DIN: 00414045)

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Notes:

1. Revenue Recognition:

Sale of Power: This includes Income from sale of Power generated from 8.4 MW Wind Turbine located at Various Places.

Revenue from Infrastructure Development: This includes Revenue from EPC contracting such as Land & Permits, Civil works, Electrical works, Erection Installation & Commissioning, which are generally time bound fixed price contracts, are recognized over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognized when they arelikely to arise.

Operation and Maintenance Services: This includes income from Operation and Maintenance of assets under purview of the company from Ratdi&Matalpar Windfarm Customers.

Other Operating Income: There is no other operating income during the half year ended as on September 30, 2018.

2. Tangible fixed assets:

Fixed assets are carried at cost less accumulated depreciation. The cost of fixed assets includes other incidental expenses incurred up to the date. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalized and depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalized only if such expenditure results in an increase in the efficiency & future benefits from such asset beyond its previously assessed standard of performance.

3. Depreciation and amortization:

Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule II to the Companies Act, 2013 for the proportionate period of holding.

4. Taxes on income:

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of Minimum Alternative Tax (MAT) under the Income Tax Act, 1961.

Deferred tax is calculated on the basis of the Accounting Period (timing) difference arisen due to depreciation as per the Companies Act, 2013 and depreciation allowable under the Income Tax Act, 1961.

For two 8.4MW turbines installed and commissioned under the Company’s own power generating vertical at different sites during the half year under review, depreciation allowable under Companies Act, 2013 has been calculated on prorata basis.

5. Earnings per share:

Basic Earnings per share is computed by dividing the profit after tax (including the post-tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the period. The EPS is for the half year ended on 30th September 2018.

6. Cash and cash equivalent:

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

7. Key Highlights of Company’s Performance

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CTU Business • Received allotment of 270 locations for Sites being developed in Gujarat for CTU Business in this financial year. Though there is a very tough challenge to acquire revenue lands in changed scenario, its well in time laid efforts last year has paid off.

• As scheduled, execution at 300MW Gadhsisa Site has kicked-off. This Site is developed with GE, for India’s largest IPP and it has begun new era for KP Energy. As on date, works initiated for 72KM 220kv EHV line which will be shared between different IPPs in addition to Gadhsisa, Kutch. Company also completed purchase of lands for 220kv wind farm pooling substation and regulatory land revenue approvals are in progress. Purchase Orders released for all major equipment. First WTG foundation too have been casted in H1 and Overall, Company targets to complete major activities of BoP development for about 100MW (40 WTG of 2.5 MW each) in H2.

• Received Stage-I connectivity for all three sites of 400mw each at Vanki&Hajipir at Kutch and Dwarka from Power Grid Corporation of India Ltd. (PGCIL).

• Progress at Hajipir&Dwarka Site would be shaped up in H2 with recently concluded bids and it is well placed to strike better deals with improved tariffs.

STU Business

• Company micro-sited, completed EPCC & installed 2.5MW Proto WTG at Mahuva-1 at super-fast speed of about 3 months from start to finish for its OEM client and won accolades for accomplishing it seamlessly despite many challenges including weather, logistics & RoWs.

• Last mile land allotment for its Mahuva-II (Gujarat bid of 30mw won in consortium) has been accomplished.

• Severe floods at Mahuva have devastated the execution plans at Mahuva-1 Project where major access to carry WTGs washed away. Works will be restored aftermath of monsoon to complete final balance 23.1 MW projects under progress.

• The Gujarat UrjaVikasNigum Ltd. (GUVNL) bid which was expected to get completed in April 2018 has finally got cancelled and have stranded plans for development of Mahuva-3, 4 & 5 of 95MW for which pre- bid tie-up was successfully concluded. We are awaiting next bid announcement.

• Company is pursuing to add about 8-10MW at Mahuva-1 through private land acquisition as it has spare capacity to evacuate power within its existing windfarm.

• State Hybrid Policy too offers ample opportunities for adding Solar Projects in its existing wind farm substations and Company is in advance talks for business development with a reputed IPP.

Corporate

• CARE reaffirms its BBB- rating (Investment Grade) and Stable Outlook for its debts of ~Rs.50 cr.

• Company have completed its process & documents to standardize internationally proven management systems as per ISO 9001:2015, ISO 14001:2015 & BS 18001:2007. Its implementation would be audited by internationally reputed certification body in H2.

• Innovatory step of adding LIDAR in ascertaining wind resource by KP Energy finally took place with installation at our Matalpar Site in presence of LIDAR suppliers Engineers from Europe. This will provide impetus to Company’s resolute of becoming numerouno Windfarm Developer!

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SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings before any judicial, quasi-judicial, arbitral or administrative tribunals, against our Company, Subsidiaries, Promoter, Group Companies and Directors as of the date of this Information Memorandum that would have a material adverse effect on our business. There are no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on our business.

PART 1: CONTINGENT LIABILITIES OF OUR COMPANY

There are no contingent liabilities of our Company. (Source: Restated Financial Statements)

PART 2: LITIGATION RELATING TO OUR COMPANY

A. FILED AGAINST OUR COMPANY

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

i. Writ Petition bearing no. 85 of 2016 (PIL) filed in the High Court of Gujarat at Ahmedabad (“the Court”) by DevshibhaiBhimjibhaiBoricha and others (the “Petitioners”) on April 22, 2016 inter alia against the State of Gujarat; the Collector, Bhavnagar District; K. P. Energy Private Limited (now K.P. Energy Limited) and others (collectively referred to as the “Respondents”) under Article 226 and/or Article 227 of the wherein it has inter alia been alleged that vide order dated May 4, 2011, the Collector, Bhavnagar District has allotted land to K.P. Energy Limited a part of which is Forest and Gaucher Land therefore, no industrial activity should be permitted thereon. Accordingly, it has inter alia been prayed by way of the Writ Petition that the Court (i) issue a writ of mandamus or in the nature of mandamus or any other appropriate writ, order or direction and quash and set aside the impugned order dated May 4, 2011 recorded by the Collector Bhavnagar granting the land to K.P. Energy; (ii) issue a writ of mandamus or in the nature of mandamus or any other appropriate writ, order or direction and hold and declare that the Respondents do not have the power to allot any land which is within the vicinity of reserved forest and which have direct effect on ecology of wild life and for industrial purpose; and (iii) to stay the execution, implementation, operation of the impugned order May 4, 2011 pending admission and final hearing of this petition. K.P. Energy Limited has filed its affidavit-in-reply in the matter on June 14, 2016. The matter is currently pending.

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ii. Special Civil Application bearing no. 9120 of 2017 filed in the High Court of Gujarat at Ahmedabad (“the Court”) by BharatsinhPopatbhaVala and others (the “Petitioners”) against the State of Gujarat; the Collector, Bhavnagar District; the Mamlatdar, MahuvaTaluka and K.P. Energy Limited (collectively referred to as the “Respondents”) under Article 226 and Articles 14, 19 and 21 of the Constitution of India wherein it has inter alia been alleged that vide order dated January 29, 2016, the Collector, Bhavnagar District has allotted land to K.P. Energy Limited and on part of the aforesaid land a check dam has been constructed and therefore, no land should be given to K.P. Energy Limited for constructing a wind farm thereon. Accordingly, it has inter alia been prayed by way of the Special Civil Application that the Court (i) issue a writ of mandamus or in the nature of mandamus or any other appropriate writ, order or direction and quash and set aside the order dated January 29, 2016 passed by the Collector, Bhavnagar granting the land to K.P. Energy with the direction that K.P. Energy Limited not be permitted to construct or establish a wind farm permanently on the said land; and (ii) to stay the execution, implementation, operation of the order January 29, 2016 pending hearing and final disposal of this petition with the direction that K.P. Energy limited be restrained from carrying out activities on the said land. K.P. Energy Limited has filed its affidavit-in-reply in the matter dated June 12, 2018. The matter is currently pending.

B. CASES FILED BY OUR COMPANY

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

NIL

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

C. PAST PENALTIES

Letter dated March 24, 2015 bearing Reference No. F. No.IV/9-HPIU-II/27/2014-15 issued to our Company by the Central Board of Excise & Customs, Surat (“the Central Board”)

The Central Board vide letter dated March 24, 2015 bearing Reference No. F. No.IV/9-HPIU-II/27/2014-15 accepted the request made by our Company not to issue Show Cause Notice. The aforesaid letter of the Central Board was pursuant to letter dated March 14, 2015 sent to it by our Company, inter-alia requesting the Central Board to waive the issue of Show Cause Notice under Section 73 of the Finance Act, 1994 as out of an amount of N 22,03,163/- (Rupees Twenty Two Lakhs Three Thousand One Hundred and Sixty Three Only) of service tax liability, a sum of N 14,66,715/- (Rupees Fourteen Lakhs Sixty Six Lakhs Seven Hundred and Fifteen Only) had already been paid by our Company and a balance amount of N 7,36,448/- (Rupees Seven Lakhs Thirty Six Thousand Four Hundred and Forty Eight Only) was pending. In the said letter of our Company dated March 14, 2015, our Company has also inter-alia

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accepted liability to pay the pending amount of service tax alongwith an interest and penalty at 25% p.a. By its letter dated March 17, 2015 the Central Board inter-alia acknowledged the amount of interest payable by our Company to be N 7,00,942/- (Rupees Seven Lakhs Nine Hundred and Forty Two Only). The principal amount, interest and penalty have been paid by our Company.

PART 3: LITIGATION RELATING TO OUR DIRECTORS

A. LITIGATION AGAINST OUR DIRECTORS

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

B. LITIGATION FILED BY OUR DIRECTORS

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

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C. PAST PENALTIES

NIL

PART 4: LITIGATION RELATING TO OUR PROMOTERS

A. LITIGATION AGAINST OUR PROMOTERS

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

B. LITIGATION FILED BY OUR PROMOTERS

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

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C. PAST PENALTIES

NIL

PART 5: LITIGATION RELATING TO OUR GROUP COMPANIES

A. LITIGATION AGAINST OUR GROUP COMPANIES

1. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

2. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

Sr. No Type of Direct Tax No. of Cases Amount in dispute/demanded (in `)* 1. Income Tax 1 Rs. 29,80,800** Total 1 Rs. 29,80,800 *The amounts mentioned above may be subject to additional interest rates being levied by the concerned authorities for delay in making payment. Amount of interest that may be levied is unascertainable as on the date of this Information Memorandum.

**Assessment Order dated November 30, 2016 passed by the Assessing officer in respect of the Assessment Year 2014-15 pursuant to which a notice of demand dated November 30, 2016 under Section 156 of the Income Tax Act, 1961 and notice under Section 274 read with Section 270(1)(c) of the Income Tax Act, 1961 dated November 30, 2016 was issued.

(ii) Indirect Taxes Liabilities

NIL

3. Other Pending Litigations

Summons dated September 6, 2014 in Summary Suit No. 88 of 2014 filed by Mr. Muljibhai Kamtibhai Patel against K. P. Buildcon Pvt. Ltd. (“K. P. Buildcon”)

Summary suit bearing number 88 of 2014 filed by Muljibhai Kantibhai Patel (proprietor of Patel Oxygen) as the “Petitioner” against K. P. Buildcon Private Limited as the “Respondent” under Order 39 of The Code of Civil Procedure, 1908 before Senior Civil Judge, Vadodara on September 6, 2014 for the recovery of Rs.8,79,209.45/- from the respondents for the goods supplied to the Respondents and it was inter alia prayed that the respondents be directed to repay the money along with 24% interest by any possible means. The said matter is pending

Reply filed by M.S. Pile Foundation Pvt. Ltd (“M. S. Piles Foundation”) to the Counter Claim filed by K. P. Buildcon Pvt. Ltd (“K. P. Buildcon”) in the matter of Suit No. 120 of 2012 instituted by M S Piles Foundation against K. P. Buildcon

M. S. Piles Foundation has filed a Reply to the Counter Claim inter-alia denying the Counter Claim filed by K. P. Buildcon before the Hon’ble 7th Additional Senior Civil Judge, Bharuch, wherein K. P. Buildcon inter-alia has made a claim amounting to N 12,30,000/- (Rupees Twelve Lakhs Thirty Thousand Only), being N 10,00,000/- for mental harassment and N 2,30,000/- (Rupees Two Lakhs Thirty Thousand Only) as a part of the refund of advance payment. In terms of the said Counter Claim, on non-payment of the refund of advance payment after November, 2011, an interest at the rate of 24% p.a. is to be levied thereon. The said Counter Claim was pursuant to Suit No. 120 of 2012 instituted

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by M S Piles Foundation against K. P. Buildcon (“said Suit”) before Hon’ble Principle Senior Civil Judge, Bharuch inter-alia claiming an amount of N 9,10,111/- (Rupees Nine Lakhs Ten Thousand One Hundred and Eleven Only) for payment of outstanding dues for the services rendered by M. S. Piles Foundation. The matter is pending as on date.

Application filed by Lanco Solar Energy Private Limited and Lanco Solar Private Limited under Insolvency and Bankruptcy code, 2016 before the Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad against K.P.I. Global Infrastructure Limited. i. Lanco Solar Energy Private Limited, through their advocates, issued a demand notice, under Section 8 of the Insolvency and Bankruptcy Code, 2016, dated May 18, 2018, inter alia alleging that payment of an unpaid Operational Debt Rs.65,81,432/- i.e. the principal amount of Rs. 63,43,675/- due from February 28, 2018 till May 15, 2018 and interest calculated @ 18% p.a. being Rs. 2,37,757/- was due from the Company. It was also stated, in the aforesaid demand notice, that in the event the Company believed that the debt had been repaid before the receipt of the aforesaid notice, such repayment was to be demonstrated with the prescribed supporting documents, by sending the same to Lanco Solar Energy Private Limited, within ten days of receipt of the said notice. In pursuance of the said demand notice, as the Company had already paid all amounts due to Lanco Solar Energy Limited, the Company vide its letter dated May 29, 2018 issued to the Lanco Solar Energy Private Limited has responded to the said demand notice, with the requisite supporting documents, by inter alia stating that no amount was due and payable to them as there was no debt owed by the Company to them and that the claim made by them was not sustainable under the provisions of the Insolvency and Bankruptcy Code, 2016. It was also inter alia stated by the Company that they had placed a purchase order with Lanco Solar Energy Private Limited in respect of supply of 0.5 MW of Solar PV Module of Type – Poly Crystalline for a total amount of Rs. 1,13,43,675/- on January 25, 2018 via email. Further, an amount of Rs. 50,00,000/- had already been paid to Lanco Solar Energy Private Limited by the Company as admitted by them in the aforesaid demand notice, as regards the remaining amount on 63,43,675/-, part payment of Rs. 25,00,000/- was made to Lanco Solar Energy Private Limited by the Company vide cheque no. 953815 dated February 6, 2018 drawn on State Bank of India. Thereafter a payment of Rs. 40,00,000/- was made by the Company to Lanco Solar Energy Private Limited on February 7, 2018 which was evident from their ledger account maintained by the Company. Accordingly, the Company has made a payment of 65,00,000/- as against the pending amount of 63,43,675/-, therefore, there was no question of paying any amounts towards interest or otherwise to Lanco Solar Energy Private Limited by the Company. Subsequently, Lanco Solar Energy Private Limited (Operational Creditor) has filed an Insolvency Application before the National Company Law Tribunal, Ahmedabad Bench in CP (I.B.)/ 339/ 9/ NCLT/ AHM/ 2018 under Section 9 of Insolvency and Bankruptcy Code, 2016 against the Company inter alia stating that they had supplied Solar PV Modules to the Company and that the Company has failed to make payment amounting to Rs. 63,43,675/- along with interest at 18% p.a. on the aforesaid amount i.e. Rs. 2,37,757/-. The matter is at the pending for hearing before admission stage before the National Company Law Tribunal and the Company is in the process of filing an appropriate response to the aforesaid Insolvency Application, which shall be filed in due course, as the subject matter of the same is in dispute and as the claim made by Lanco Solar Energy Private Limited is not sustainable under the provisions of the Insolvency and Bankruptcy Code, 2016. .The matter is likely to be heard on November 6, 2018. ii. Lanco Solar Private Limited through their advocates, issued a demand notice, under Section 8 of the Insolvency and Bankruptcy Code, 2016, dated May 18, 2018, inter alia alleging that payment of an unpaid Operational Debt of Rs.1,05,18,331/-, inclusive of interest, was due from the Company. It was also stated, in the aforesaid demand notice, that in the event the Company believed that the debt had been repaid before the receipt of the aforesaid notice, such repayment was to be demonstrated with the prescribed supporting documents, by sending the same to Lanco Solar Private Limited, within ten days of receipt of the said notice. In pursuance of the said demand notice, as the Company had already paid all amounts due to Lanco Solar Energy Limited as per products supplied by them, the Company vide its letter dated May 29, 2018 issued to the Lanco Solar Private Limited S, has responded to the said demand notice, with the requisite supporting documents, by inter alia stating that no amount was due and payable to them as there was no debt owed by the Company to them and that the claim made by them was not sustainable under the provisions of the Insolvency and Bankruptcy Code, 2016. It was also inter alia stated by the Company that they had placed a purchase order with Lanco Solar Private Limited in respect of supply of 10 MW of Solar PV Module of Type – Poly Crystalline for a total amount of Rs. 21,75,00,000/- on May 15, 2017 vide purchase order no. 50. As per payment and delivery schedule provided for under Annexure D of the Purchase Order, Lanco Solar Private Limited was required to supply 10 MW of Solar PV Module by July 22, 2017, however, Lanco Solar Private Limited only supplied 3 MW of Solar PV Module by July 22, 2017. It was also stated that the Company had made last installment of payment of Rs. 1,25,00,000/- by July 29, 2017 and a total payment of Rs. 6,65,00,000/- as against a supply of only 3 MW of Solar PV Module instead of 10 MW of Solar PV Module which was also admitted by Lanco Solar Private Limited in paragraph 2(d) of their demand notice.

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Furthermore, it was stated that in spite of Lanco Solar Private Limited inadequately supplying the Solar PV Modles, the Company had still made payments to them and accordingly, the amounts claimed by LAnco Solar Private Limited were seriously disputed. It was also stated the claims raised by Lanco Solar Private Limited in their demand notice was pertaining to an alleged purchase order no. 77 for supply 4 MW Solar Module whereas there was no such purchase order issued by the Company to Lanco Solar Private Limited. Accordingly, it was stated that the demands raised by Lanco Solar Private Limited were misconceived and not sustainable in law. Subsequently, Lanco Solar Private Limited (Operational Creditor) has filed an Insolvency Application before the National Company Law Tribunal, Ahmedabad Bench in CP (I.B.)/ 338/9/ NCLT/ AHM/ 2018 under Section 9 of Insolvency and Bankruptcy Code, 2016 against the Company inter alia stating that they had supplied Solar PV Modules to the Company and that the Company has failed to make payment amounting to Rs. 1,51,67,572/- along with interest at 18% p.a. on the aforesaid amount. The matter is at the pending for hearing before admission stage before the National Company Law Tribunal and the Company is in the process of filing an appropriate response to the aforesaid Insolvency Application, which shall be filed in due course, as the subject matter of the same is in dispute and as the claim made by Lanco Solar Private Limited is not sustainable under the provisions of the Insolvency and Bankruptcy Code, 2016. The matter is likely to be heard on November 6, 2018.

B. LITIGATION FILED BY OUR GROUP COMPANIES

1. Litigation involving Criminal Laws

i. Complaint No. 44998of 2014 filed by Solarism - The Power of Natural (A Division of K.P.I. Global Infrastructure Limited) (“Solarism”) as the “Petitioner” against Tesco Project Limited and Mr. KartiyaHariyan as the “Respondents” under Section 138 of Negotiable Instruments Act, 1881 before the Additional Senior Civil Judge, Vadodara on November 10, 2014 on the ground of dishonor of cheque dated September 22, 2014 for Rs. 3,11,000/- towards the goods supplied by the Petitioner to the Respondents and it was inter alia prayed that a warrant be issued by the court against the Respondents. The said matter is pending.

ii. Complaint No. 44995 of 2014 filed by Solarism - The Power of Natural (A Division of K.P.I. Global Infrastructure Limited) (“Solarism”) as the “Petitioner” against Tesco Project Limited and Mr. KartiyaHariyan as the “Respondents” under Section 138 of Negotiable Instruments Act, 1881 before the Additional Senior Civil Judge, Vadodara on November 10, 2014 on the ground of dishonor of cheque dated August 20, 2014 for Rs. 12, 62, 330/- towards the goods supplied by the Petitioner to the Respondents and it was inter alia prayed that a warrant be issued by the court against the Respondents. The said matter is pending.

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

4. Other Pending litigation

Arbitration Petition bearing No. 170 of 2017 filed by K.P. Buildcon Private Limited as the "Petitioner" against MukeshBhimraj Gupta, Proprietor Mukesh Engineering Industries as the "Respondent" under Section 11 of the Arbitration and Conciliation Act, 1996, as amended, before the High Court of Gujarat at Ahmedabad (“Court”) on November 17, 2017 inter alia praying that the Court may (i) pass appropriate orders or direction for the appointment of Mr. B.R. Shah, Advocate or any other person that the Court may deem fit and proper as Arbitrator; (ii) direct both arbitrators to appoint the third arbitrator for resolving disputes between the parties; and (iii) direct the parties and arbitrators so appointed to effectively commence and conclude the arbitration proceedings at an appropriate venue suitable to all the parties and pass the final award. The matter is currently pending.

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

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Sr. No Type of Indirect Direct Tax No. of Cases Amount in dispute/demanded (in `)* 1. Service Tax 1 4,31,62,979(1) Total 1 4,31,62,979 (1)Show Cause Notice dated January 20, 2011 was issued against K.P. Buildcon Private Limited inter alia asking them to show cause as to why an amount of Rs. 4,31,62,979/- towards service tax should not be demanded and recovered from them along with interest thereon for delayed payment of service tax and why penalty should not be imposed on them. Subsequently, Order – in – Original dated July 18, 2016 was issued against K.P. Buildcon Private Limited inter alia confirming the amount of service tax demanded under the aforesaid show cause notice as well as levying additional penalties against K.P. Buildcon Private Limited which has been challenged by K.P. Buildcon Private Limited vide appeal dated October 27, 2016. The matter is currently pending before Customs, Excise and Service Tax Appellate Tribunal.

*The amounts mentioned above may be subject to additional interest rates being levied by the concerned authorities for delay in making payment. Amount of interest that may be levied is unascertainable as on the date of this Infioirmation Memorandum.

5. Other Pending Litigations

C. PAST PENALTIES

NIL

PART 6: LITIGATION RELATING TO OUR SUBSIDIARIES

A. CASES FILED AGAINST OUR SUBSIDIARIES

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

B. CASES FILED BY OUR SUBSIDIARIES

1. Litigation Involving Criminal Laws

NIL

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2. Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

3. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities

NIL

(ii) Indirect Taxes Liabilities

NIL

4. Other Pending Litigations

NIL

5. PAST PENALTIES

NIL

PART 7: AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS

The Board of Directors of our Company considers dues exceeding N10,00,000/- to small scale undertakings and other creditors as material dues for our Company.

As on September 30, 2018 there are 27 creditors to each of whom our Company owes amounts exceeding N10,00,000/-, the aggregate outstanding dues to them being approximately N 2200.46 lakhs.

Further, our Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure, if any, in relation to amount unpaid as at the yearend together with interest payable as required under the said Act have not been furnished.

Therefore, as on September30, 2018 our Company owes amounts aggregating to N 2602.69 lakhs approximately towards 273 creditors, which may or may not include small scale undertakings.

There are no disputes with such entities in relation to payments to be made to them. The details pertaining to amounts due towards such creditors are available on the website of our Company at the following link: www.kpenergy.in.

PART 8: MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE

Except as disclosed elsewhere in this Information Memorandum, there have been no material developments that have occurred after the Last Balance Sheet Date.

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GOVERNMENT AND OTHER KEY APPROVALS

Our Company has received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for their present business (as applicable on date of this Information Memorandum) and except as mentioned below, no further approvals are required for carrying on present business.

In view of the approvals listed below, our Company can undertake our current/proposed business activities and no further major approvals from any governmental or regulatory authority or any other entities are required to be undertaken in respect of the our current business activities. It must be distinctly understood that, in granting these approvals, the Government of India does not take any responsibility for our Company’s financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of this Information Memorandum.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable the Company to carry out its activities.

The following statement sets out the details of licenses, permissions and approvals taken by the Company under various Central and State laws for carrying out business.

II. APPROVALS PERTAINING TO MIGRATION

1. The Board of Directors have, pursuant to resolution passed at its meeting held on May 30, 2018, authorized the Migration to main Board subject to approval by the shareholders of the Company as per SEBI (ICDR) Regulations and such other authorities as may be necessary.

2. The shareholders of our Company have, pursuant to Postal Ballot Resolution dated July 04, 2018 under SEBI (ICDR) Regulations, authorised the Migration to the Main Board of BSE.

3. The inprinciple Aprroval for migration from BSE SME Platform to BSE Mainboard has been granted vide letter no. DSC/Migration/RB/IP/892/2018-19 dated September 12, 2018.

III. INCORPORATION AND OTHER DETAILS

1. Certificate of Incorporation dated January 8, 2010 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli in the name of “K.P. Energy Private Limited”.

2. Fresh Certificate of Incorporation dated May 11, 2015, issued by the Registrar of Companies, Ahmedabad pursuant to the Companies Act, 2013, for the change of name of our Company from “K.P. Energy Private Limited” to “K.P. Energy Limited”.

3. The Corporate Identity Number (CIN) of our Company is L40100GJ2010PLC059169.

IV. TAX RELATED APPROVALS/LICENSES/REGISTRATIONS

The Company has obtained the following approvals from various tax authorities as set out below:

Sr. Date of Description Authority Registration Number No. Expiry Permanent Account Number The , AADCK8258N Valid until 1. (PAN) Government of India cancelled Tax Deduction and Collection The Income Tax Department, SRTK02953G Valid until 2. Account Number (TAN) Government of India cancelled Goods and Service Tax The Goods and Service Tax 24AADCK8258N1Z0 Valid until 3. Identification Number Department, Government of India. cancelled Certificate of Registration under Office of the Assistant 24720101465 Valid until 4. Section 7(1)/7(2) of the Central Commissioner of Commercial Tax, cancelled Sales Tax Act, 1956 Unit-1, Surat Certificate of Registration with Superintendent, STU-IV, Div.-IV, Service Tax Code – Valid until 5. Central Board of Excise and Central Excise & Customs, Surat-I AADCK8258NSD001 cancelled

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Sr. Date of Description Authority Registration Number No. Expiry Customs under Chapter V of the Finance Act, 1994 read with the Service Tax Rules, 1994 Certificate of Registration under Office of the Assistant 24220101465 Valid until 6. Gujarat Value Added Tax Act, Commissioner of Commercial Tax, cancelled 2003 Unit-1, Surat Certificate of Enrolment under Shops and Establishments PEC03WZ09458 Valid until Gujarat State Tax On Inspector, Surat Mahanagar Seva cancelled Professions, Traders, Callings Sadan And Employments Act, 1976 7. Certificate of Registration under PRC03WZ00921 Gujarat State Tax on Professions, Traders, Callings and Employments Act, 1976

V. LABOUR RELATED APPROVALS/REGISTRATIONS

The Company has obtained the following approvals from various labour/employment authorities as set out below:

Date of Sr. Description Authority Code Number Issue/Effective No. Date Assistant Provident GJ/SRT/39905 September 19, 2012 Employees’ Provident Fund Commissioner, Effective Date: 1. Fund Organisation Regional Office, March 01, 2011 Surat Certificate of Registration Officer 1/2014 April 17, 2014 Registration under the and Assistant Labour Contract Labour Commissioner, (Regulation and Porbandar 2. Abolition) Act, 1970 and the Contract Labour (Regulation and Abolition) (Gujarat) Rules, 1972 Certificate of Assistant Labour BVN/2015/CLRA/10(R)/2015 December 04, 2015 Registration under the Commissioner, Contract Labour Bhavnagar (Regulation and 3. Abolition) Act, 1970 and the Contract Labour (Regulation and Abolition) (Gujarat) Rules, 1972

VI. BUSINESS /PROJECT RELATED APPROVALS

As a Wind Farm Developer, the Company initially acquires land suitable to wind energy generation (either government land or private land). Subsequently, Government permissions are required to be obtained. The Government permissions are to be taken based on the status of the development of a particular wind farm project.

Hence, from this point of view the status of the projects can be classified as under:

Sr. Outward Particulars Description Authority Process No. Documents

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Sr. Outward Particulars Description Authority Process No. Documents Land a. Application of Revenue District Collector Office Verification Recommendati Allotment Lands of on Letter to Stage application. other concerned internal departments. b. DILR Office Scrutiny & District Industries Land Verification Recommendati Recommendation Record Officer (DILR) of revenue on Letter to land records District and Collector. preparation of initial measurement sheet. c. Mamlatdar office Mamlatdar Officer Site visit of Recommendation each Applied Recommendati Locations on Letter to and Prant Office verification of revenue records. d. Prant Office Deputy Collector Further Recommendati Recommendation review of on Letter revenue District records as per Collector. the recommendat ion letter of Mamlatdar office. e. DIC (District Industries General Manager DIC Recommendati Commission) Registration on Letter to Recommendation and Applied District Project Collector. revenue Land review. f. R & B State ( Road & Deputy Engineer (R & B Review and NOC to Building) Recommendation Department) clearance of District Applied Collector. Project revenue Land with respect to future and existing State Roads and Buildings g. R & B Panchayat Deputy Engineer (R & B Review and NOC to Recommendation Department) clearance of District applied Collector. project revenue land with respect to future and existing Village Roads and Buildings

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Sr. Outward Particulars Description Authority Process No. Documents h. Forest Recommendation Chief Conservator of Forest Applied Recommendati (CCF) Project on Letter to revenue Land District verification Collector with respect to forest vicinity involving Deputy Conservator of Forest (DCF) and Range Forest Officer (RFO) i. Distribution Company Dy. Engineer (Taluka) Verification Recommendati (DISCOM) of applied on Letter to Recommendation project District revenue land Collector with respect to Electric polls, lines etc j. Resident Additional Resident Additional Verification Letter to Collector & Branch Collector (RAC) of all the District Recommendation. recommendat Collector with ion letters remarks if any. received from all the concerned departments as above. k. District Collector Office District Collector Review of Allotment remarks Order of received Revenue Land from RAC (west lands) and all the recommendat ion letters received from Concerned departments and issuance of Allotment Order. l. DILR Spot Survey & District Inspector of Land Final Spot Final Demarcation Records (DILR) verification demarcation of and Alloted demarcation revenue land. and issuance of Final measurement Sheet m. Mamlatdar's Mamlatdar Officer Handover of Sanad Handover/Takeover of Lands the revenue Possession land by Tatati Mantri of

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Sr. Outward Particulars Description Authority Process No. Documents respective village n. Sub-Lease Deed Execution Sub-registrar Sub lease of Sub-lease deed & Registration project revenue land to end user. Power a. System Study Evacuation Stage b. PE comfort letter/ stage 1 Central Transmission Utility connectivity c. Final connectivity/ issue of Nodal TRANSCO. Based on Based on estimate request, system nodal agency feasibility, initiate the intimation of system study grant of for feasibility connectivity of shall be issued. connectivity. d. EHV Line approval

i - construction approval under Ministry of Power, CEA - Route Grant of section 68 & 164 of EA 2003 Survey shall approval under be carried section 68 and out. 164 for construction of - Application EHV line from of 68 to PSS to GSS CEA.

- Upon grant of 68 approval, gazette notification and newspaper advertisemen t will be published for the route of EHV line for approval under section 164 of EA 2003 ii Route/Power line Respective Approval of NOC shall be Crossing/Access/Forest/Rail authorities/Nodal agencies/ Route and granted from way/Highway owner any type of respective crossing/PTCC/IAF/AAI crossing shall authorities for RoW from respective be intimate to any authorities en-route of EHV respective crossing/route/ line, as required. owner/author RoW. ities, where applicable. e. Submission of BG & Nodal Transmission Upon payment of requisite fees company (TRANSCO) confirmation of connectivity,

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Sr. Outward Particulars Description Authority Process No. Documents BG and payment for estimate is issued. f. Connectivity agreement / bay Nodal TRANSCO Bay Transmission agreement/ Transmission allocation has Agreement. agreement been done at the time of grant of stage -2 connectivity.

Stage – 2 grantees shall sign the transmission agreement for connectivity and submit the connectivity BG to nodal TRANSCO within 30 days of issue of intimation. g. Pre-Construction approvals CEIG/CEA/STU/CTU Plan Approval& Approval/clear Route ance for Approval for construction. proposed installation of WTGs, Transmission Lines& Substation’s Equipment’s according to specifications . h. Material/Vendor/Specs OEM & Owners of the Prior Upon approvals Project approval of confirmation owner/ OEM on technical is required parameters, for process of guaranteed procurement of technical equipment is parameter. initiated i. Inspection & Charging CEIG/CTU/STU/CEA/GED Inspections Charging Permission A/PTCC of EHV line, Permission Sub-Station, HV line, Unit sub-station and Wind farms installation according to

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Sr. Outward Particulars Description Authority Process No. Documents Plan Approvals and fulfilment of system synchronizati ons j. News Paper Advertisement Local Language newspaper Intimation Advertisement for intimation of line and English newspaper. of line in Newspaper charging. charging shall be published through the advertisemen t in local language and English newspaper shall be published. k. Commissioning witness by GEDA/PGCIL/ Witness of Commissioning concerned parties including DISCOM/GETCO/ WTG Certificate DISCOMS OEM/Owner of the Project Generations Development a. Developer Permission Approval of Developer & Project Permission Construction Development Stage as per Wind power Policy b. Transfer Permission Approval of Transfer GEDA / SECI / MNRE Transfer the Permission

Ownership of individual WTG Location including Land. b. Rule 55 & 65(c for NA & District Collector Purchased NA Construction private land Permission. for the development of the wind farm, need to convert for utilizing for Non- Agriculture purpose. c. Height Clearance permission MOD / IAF / AAI Getting NOC AAI NOC & from IAF & AAI wherever for Height IAF NOC applicable clearance of individual WTG Locations and EHV Line towers fall under the Low flying zone criteria

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Sr. Outward Particulars Description Authority Process No. Documents as per Guidelines of IAF & AAI. d. CRZ Permission wherever GCZMA / MoEF & CC If WTG Recommendati applicable MNRE Locations on letter from falls below GCZMA (State 500 meter Agency) and distance from CRZ Clearance coastal belt from Central Ministry (MoEF & CC)

VII. INTELLECTUAL PROPERTY RELATED APPROVALS/REGISTRATIONSTRADEMARKS

Word/ Trade- Date of Date of Sr. Particulars Date of Label Applicant mark Applicatio Registrati Class Status No. of Mark Expiry Mark No. n on 1. Trade K P 1783057 February February February 37 Registered Mark – Buildcon 9, 2009 10, 2011 9, 2019 Device Pvt. Ltd.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Migration to Main Board

Our Board of Directors have vide resolution dated May 30, 2018, authorized the proposal for Migration to Main Board of BSE, subject to the approval by the shareholders of our Company in accordance with SEBI (ICDR)Regulations, 2009 and other applicable provisions.

Our shareholders have, pursuant to Postal Ballot resolution dated July 04, 2018, under SEBI (ICDR) Regulations, 2009, authorized the proposal for Migration to Main Board of BSE.

Prohibition by SEBI, the RBI or Governmental Authorities

We confirm that there is no prohibition on our Company, its Directors, Promoters, Promoter Group and Group Companies, from accessing the capital market or operating in the capital markets under any order or direction passed by SEBI.

We further confirm that none of our Company, its Promoters, its Group Companies or the relatives of our Promoters and Group Companies was ever identified as willful defaulters by RBI or other authorities.

Association with Securities Market

We confirm that none of our Executive Directors are associated with the Securities Market in any manner. Further, we confirm that, none of our Non-Executive Independent Directors are associated with the securities market in any manner. No action has been initiated against these entities by SEBI at any time.

Eligibility for Migration to Main Board

Our company‘s Equity Shares are listed on SME Exchange of BSE in terms of the SEBI (ICDR) Regulations; and this proposal is for Migration to Main Board.

Our company is eligible for this Migration in accordance with Regulation 106(U) (1) of SEBI (ICDR) Regulations, 2009 as we are an issuer whose post issue paid up capital is more than N 10 Crores and upto N 25 crores and our securities are listed on SME Exchange of BSE. We may hence migrate our specified securities to Main Board if our shareholders approve such migration by passing a special resolution through postal ballot to this effect and if we fulfill the eligibility Criteria for listing laid down by the Main Board:

Provided that the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least three times the number of votes cast by shareholders other than promoter shareholders against the proposal.

Our Company is also eligible for Migration to Main Board in accordance with CIRCULAR No: 20121126-17 issued by BSE dated November 26, 2012 for Eligibility norms for listing on BSE SME Platform and Migration to the Main Board of BSE, which states as follows:

• The companies have to be mandatorily listed and traded on the SME Platform for a minimum period of two years and only after that they can migrate on to the Main Board as per the guidelines specified by SEBI vide their circular dated 18th May, 2010 and as per the procedures laid down under ICDR guidelines chapter XB.

We confirm that we comply with all the above requirements / conditions so as to be eligible to migrate to main board of BSE.

Listing

The Equity Shares of the Company are listed on SME Platform of BSE. Now the Equity Shares of the Company shall be migrated to main Board of BSE subject to fulfillment of listing criteria of BSE and also subject to such other terms and conditions as may be prescribed by SEBI and by BSE at the time of the application by the Company seeking listing.

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Demat Credit

The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL for admitting its securities in demat form and have allotted ISIN: INE127T01013.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

_warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

_ warrant that this Company‘s securities will be traded or will continue to be traded on the Main Board of BSE; or

_ take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

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SECTION VII – MAIN PROVISIONS OF ARTICLE OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Article of Association of our Company. Pursuant to Table F in Schedule I of the Companies Act 2013 and the SEBI Regulations, the main provisions of our Company are detailed below:

Share capital and variation of rights

II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.

2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—

(a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.

(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.

(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.

(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.

4. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder.

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.

(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.

6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

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(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.

7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.

Lien

9. (i) The company shall have a first and paramount lien—

(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and (b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company:

Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.

(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares.

10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

11. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

Calls on shares

13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times:

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Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.

(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

14. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments.

15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

18. The Board—

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance.

Transfer of shares

19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

20. The Board may, subject to the right of appeal conferred by section 58 decline to register—

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or

(b) any transfer of shares on which the company has a lien.

21. The Board may decline to recognise any instrument of transfer unless—

(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;

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(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

22. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

Transmission of shares

23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.

25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with.

27. In case of a One Person Company—

(i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member;

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(ii) the nominee on becoming entitled to such shares in case of the member’s death shall be informed of such event by the Board of the company;

(iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable;

(iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company.

Forfeiture of shares

28. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

29. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.

30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.

(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.

32. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.

(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.

33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;

(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;

(iii) The transferee shall thereupon be registered as the holder of the share; and

(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

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34. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

Alteration of capital

35. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.

36. Subject to the provisions of section 61, the company may, by ordinary resolution,—

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

37. Where shares are converted into stock,—

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.

38. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,—

(a) its share capital;

(b) any capital redemption reserve account; or

(c) any share premium account.

Capitalisation of profits

39. (i) The company in general meeting may, upon the recommendation of the Board, resolve—

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and

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(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards—

(a) paying up any amounts for the time being unpaid on any shares held by such members respectively;

(b) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid;

(c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);

(d) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares;

(e) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.

40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any; and

(b) generally do all acts and things required to give effect thereto.

(ii) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and

(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;

(iii) Any agreement made under such authority shall be effective and binding on such members.

Buy-back of shares

41. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.

General meetings

42. All general meetings other than annual general meeting shall be called extraordinary general meeting.

43. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

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Proceedings at general meetings

44. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.

45. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

46. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.

47. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

48. In case of a One Person Company—

(i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118;

(ii) such minutes book shall be signed and dated by the member;

(iii) the resolution shall become effective from the date of signing such minutes by the sole member.

Adjournment of meeting

49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Voting rights

50. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

51. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.

52. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

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(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.

53. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

54. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

55. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

56. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.

(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

Proxy

57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Board of Directors

60. The number of the directors and the name of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.

61. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them—

(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or

(b) in connection with the business of the company.

62. The Board may pay all expenses incurred in getting up and registering the company.

63. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.

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64. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.

65. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.

66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.

Proceedings of the Board

67. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

68. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

69. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.

70. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting.

71. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

72. (i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.

73. (i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

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74. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

75. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

76. In case of a One Person Company—

(i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118;

(ii) such minutes book shall be signed and dated by the director;

(iii) the resolution shall become effective from the date of signing such minutes by the director.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

77. Subject to the provisions of the Act,—

(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

78. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

The Seal

79. (i) The Board shall provide for the safe custody of the seal.

(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Dividends and Reserve

80. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

81. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.

82. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending such application,

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may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.

83. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.

(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.

(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

84. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

85. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.

(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

86. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share.

87. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.

88. No dividend shall bear interest against the company.

Accounts

89. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.

(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting.

Winding up

90. Subject to the provisions of Chapter XX of the Act and rules made thereunder—

(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.

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(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

Indemnity

91. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

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SECTION VIII – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by the Company (not being contracts entered into in the ordinary course of business carried on by the Company or contracts entered into more than two years before the date of this Information memorandum) which are or may be deemed material have been attached to the copy of the Information memorandum delivered. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 11 a.m. and 5 p.m. on all Working Days.

Material documents

1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to time

2. Copy of Certificate of Incorporation of K.P. Energy Limited.

3. Resolution of the Board of Directors meeting dated May 30, 2018, authorizing the Migration.

4. Shareholders’ resolution passed through Postal Ballot dated July 04, 2018, authorizing the Migration.

5. In-principle approval letter of BSE Ltd. dated September 12, 2018 for listing of equity shares of the Company on BSE Main Board Trading Platform.

Any of the contracts or documents mentioned in this Information memorandum may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

We, hereby declare that, all the relevant provisions of the Companies Act, 1956, Companies Act, 2013 (to the extent notified) and the guidelines issued by the Government of India or the regulations or guidelines issued by the Securities and Exchange Board of India, as the case may be, have been complied with and no statement made in the Information Memorandum is contrary to the provisions of the Companies Act, 1956, Companies Act, 2013 (to the extent notified), the Securities and Exchange Board of India Act, 1992, each as amended or rules made there under or guidelines / regulations issued, as the case may be. We further certify that all the disclosures and statements made in the Information Memorandum are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY:

Mr. Farukbhai Patel ______(Managing Director)

Mr. Ashish A Mithani ______(Whole-Time Director)

Mr. Raghavendra Rao Bondada ______(Non-Executive Independent Director)

Mr. Sajesh Kolte ______(Non-Executive Independent Director)

Mrs. Bhadrabala Joshi ______(Non-Executive Non-Independent Director & Chairman)

Mr. Bhupendra Shah ______( Non- Executive Non- Independent Director)

SIGNED BY THE CHIEF FINANCIAL OFFICER

Mr. Pravin Singh ______(Chief Financial Officer)

SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Karmit Sheth ______(Company Secretary & Compliance Officer)

Date: Place: Surat

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